REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity OTC Portfolio, Fidelity Blue Chip Growth Fund and Fidelity Series Blue Chip Growth Fund:
In planning and performing our audits of the financial statements of Fidelity OTC Portfolio, Fidelity Blue Chip Growth Fund and Fidelity Series Blue Chip Growth Fund (the Funds), each a fund of Fidelity Securities Fund, as of and for the year ended July 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinions on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A funds internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management of the fund and trustees of the trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a fund's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a fund's annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Funds internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be a material weakness, as defined above, as of July 31, 2015.
This report is intended solely for the information and use of management, the Trustees of Fidelity Securities Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
September 24, 2015
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Series Real Estate Equity Fund and Fidelity Series Small Cap Opportunities Fund:
In planning and performing our audits of the financial statements of Fidelity Series Real Estate Equity Fund and Fidelity Series Small Cap Opportunities Fund (the Funds), each a fund of Fidelity Securities Fund, as of and for the year ended July 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinions on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A funds internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management of the fund and trustees of the trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a fund's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a fund's annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Funds internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be a material weakness, as defined above, as of July 31, 2015.
This report is intended solely for the information and use of management, the Trustees of Fidelity Securities Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
September 17, 2015
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Fidelity Securities Fund and the Shareholders of Fidelity Real Estate Income Fund and Fidelity Series Real Estate Income Fund:
In planning and performing our audits of the financial statements of Fidelity Real Estate Income Fund and Fidelity Series Real Estate Income Fund (the Funds), each a fund of Fidelity Securities Fund, as of and for the year ended July 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinions on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion.
The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A funds internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management of the fund and trustees of the trust; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a fund's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a fund's annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Funds internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be a material weakness, as defined above, as of July 31, 2015.
This report is intended solely for the information and use of management, the Trustees of Fidelity Securities Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
September 24, 2015
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Fidelity Securities Fund and Shareholders of Fidelity Leveraged Company Stock Fund:
In planning and performing our audit of the financial statements of Fidelity Leveraged Company Stock Fund (the “Fund”) as of and for the year ended July 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Fund’s internal control over financial reporting.
The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be material weaknesses as defined above as of July 31, 2015.
This report is intended solely for the information and use of the Board of Trustees of Fidelity Securities Fund, the management of the Fidelity Leveraged Company Stock Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 17, 2015
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Fidelity Securities Fund and Shareholders of Fidelity Blue Chip Value Fund:
In planning and performing our audit of the financial statements of Fidelity Blue Chip Value Fund (the “Fund”) as of and for the year ended July 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Fund’s internal control over financial reporting.
The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be material weaknesses as defined above as of July 31, 2015.
This report is intended solely for the information and use of the Board of Trustees of Fidelity Securities Fund, the management of the Fidelity Blue Chip Value Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ PricewaterhouseCoopers
LLP Boston, Massachusetts
September 18, 2015
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Fidelity Securities Fund and Shareholders of Fidelity Growth & Income Portfolio and Fidelity Small Cap Growth Fund:
In planning and performing our audits of the financial statements of Fidelity Growth & Income Portfolio and Fidelity Small Cap Growth Fund (funds of Fidelity Securities Fund) (the “Funds”) as of and for the year ended July 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds’ internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Funds’ internal control over financial reporting.
The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Funds’ internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds’ internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be material weaknesses as defined above as of July 31, 2015.
This report is intended solely for the information and use of the Board of Trustees of Fidelity Securities Fun , management of Fidelity Growth & Income Portfolio and Fidelity Small Cap Growth Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ PricewaterhouseCoopers
LLP Boston, Massachusetts
September 16, 2015
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Fidelity Securities Fund and Shareholders of Fidelity Small Cap Value Fund:
In planning and performing our audit of the financial statements of Fidelity Small Cap Value Fund (the “Fund”) as of and for the year ended July 31, 2015, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Fund’s internal control over financial reporting.
The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities that we consider to be material weaknesses as defined above as of July 31, 2015.
This report is intended solely for the information and use of the Board of Trustees of Fidelity Securities Fund, the management of the Fidelity Small Cap Value Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
September 21, 2015
Exhibit 77Q1 - Additional Items
Item 15
Foreign Sub-Custodian Network for Brown Brothers Harriman & Co. |
|
Market | Subcustodian | Zip Code | City / Country |
Austria | Deutsche Bank AG Vienna Branch | 1010 | Vienna / Austria |
Bahrain | HSBC BANK MIDDLE EAST LIMITED, BAHRAIN BRANCH FOR THE | 428 | Manama / Bahrain |
Bangladesh | Standard Chartered Bank, Bangladesh Branch | 1000 | Dhaka / Bangladesh |
Belgium | BNP Paribas Securities Services | 93500 | Brussels / Belgium |
Bermuda | HSBC BANK BERMUDA LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | HM11 | Hamilton / Bermuda |
Bosnia | UNICREDIT BANK D.D. FOR UNICREDIT BANK AUSTRIA AG | 1090 | Vienna / Austria |
Botswana | Standard Chartered Bank Botswana Limited | Not Applicable | Gaborone / Botswana |
Brazil | Citibank N.A., São Paulo | 01311-920 | Sao Paulo / Brazil |
Bulgaria | CITIBANK EUROPE PLC, BULGARIA BRANCH FOR CITIBANK, N.A. | 1404 | Sofia / Bulgaria |
Canada | CIBC MELLON TRUST COMPANY FOR CIBC MELLON TRUST COMPANY, CANADIAN IMPERIAL BANK OF COMMERCE AND | M5H 4A6 | Toronto / Canada |
Chile | Banco de Chile | 7550611 | Santiago / Chile |
China | Standard Chartered Bank (China) Limited | 200120 | Shanghai / China |
Colombia | Cititrust Colombia, S.A. Sociedad Fiduciaria | Not Applicable | Bogota / Colombia |
Costa Rica | BANCO BCT SA FOR CORPORACION BCT SA | 10103 | San Jose / Costa Rica |
Croatia | ZAGREBACKA BANKA D.D. FOR UNICREDIT BANK AUSTRIA AG | 1090 | Vienna / Austria |
Cyprus | BNP Paribas Securities Services | 115 28 | Athens / Greece |
Czech Republic | CITIBANK EUROPE PLC, ORGANIZAÈNÍ SLOZKA FOR CITIBANK, N.A. | 158 02 | Praha / Czech Republic |
Denmark | SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), DANMARK BRANCH | DK-1014 | Copenhagen / Denmark |
Egypt | HSBC Bank Egypt S.A.E. for the Hongkong & Shanghai Banking Corporation Limited (HSBC) | 11511 | Cairo / Egypt |
Estonia | SWEDBANK AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) | FI-00020 NORDEA | Tallinn / Finland |
Finland | Nordea Bank Finland Plc | FI-00020 NORDEA | Helsinki / Finland |
France | BNP Paribas Securities Services S.A., Paris Branch | 93500 | Paris / France |
Germany | Deutsche Bank AG, Frankfurt | D-65760 | Frankfurt / Germany |
Ghana | STANDARD CHARTERED BANK GHANA LIMITED FOR STANDARD CHARTERED BANK & STANDARD CHARTERED BANK GHANA LIMITED | 00233 | Accra / Ghana |
Greece | HSBC BANK PLC - ATHENS BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | 11526 | Athens / Greece |
Hong Kong | The Hongkong & Shanghai Banking Corporation Limited (HSBC) | Not Applicable | Central / Hong Kong |
Hungary | UNICREDIT BANK HUNGARY ZRT FOR UNICREDIT BANK HUNGARY ZRT AND UNICREDIT BANK AUSTRIA AG | HU-1054 | Budapest / Hungary |
Iceland | LANDSBANKINN HF. | 155 | Reykjavik / Iceland |
India | Citibank, N.A., Mumbai Branch | 400 051 | Mumbai / India |
| The Hongkong & Shanghai Banking Corporation Limited (HSBC), India Branch | 400 0057 | Mumbai / India |
Indonesia | Citibank, N.A., Jakarta Branch | 12190 | Jakarta / Indonesia |
Ireland | Citibank N.A., London Branch | E14 5LB | London / UK |
Israel | Bank Hapoalim BM | 66883 | Tel Aviv / Israel |
Italy | BNP Paribas Securities Services, Milan Branch | 20123 | Milan / Italy |
Ivory Coast | STANDARD CHARTERED BANK COTE D’IVOIRE FOR STANDARD CHARTERED BANK | 1141 | Abidjan / Ivory Coast |
Japan | Bank of Tokyo-Mitsubishi UFJ Ltd | 103-0021 | Tokyo / Japan |
Kazakhstan | SB HSBC BANK KAZAKHSTAN JSC FOR THE HONGKONG AND SHANGHAI | 50010 | Almaty / Kazakhstan |
Kenya | Standard Chartered Bank Kenya Limited. | 00100 | Nairobi / Kenya |
Kuwait | HSBC BANK MIDDLE EAST LIMITED - KUWAIT BRANCH FOR THE | 13017 | Kuwait City, Kuwait |
Latvia | SWEDBANK" AS FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) | FI-00020 NORDEA | Helsinki / Finland |
Lebanon | HSBC BANK MIDDLE EAST LIMITED - LEBANON BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | Not Applicable | Beirut / Lebanon |
Lituania | "SWEDBANK" AB FOR NORDEA BANK FINLAND PLC AND NORDEA BANK AB (PUBL) | FI-00020 NORDEA | Helsinki / Finland |
Luxembourg | KBL European Private Bankers S.A. | L-2955 | Luxembourg |
Malaysia | Standard Chartered Bank Malaysia Berhad for Standard Chartered Bank | 50250 | Kuala Lumpur / Malaysia |
Mauritius | Hongkong & Shanghai Banking Corporation (HSBC), Mauritius Branch | Not Applicable | Port Louis / Mauritius |
Mexico | Banco Nacional de Mexico, S.A. (Banamex) for Citibank N.A. | 1210 | Mexico City / Mexico |
Morocco | Citibank Maghreb for Citibank N.A. | 20190 | Casablanca / Morocco |
Namibia | Standard Bank Namibia Ltd for Standard Bank of South Africa Limited | Not Applicable | Windhoek / Namibia |
Netherlands | BNP Paribas Securities Services, | 93500 | Amsterdam / Netherlands |
New Zealand | Hongkong & Shanghai Banking Corporation Limited (HSBC), New Zealand Branch | 1010 | Auckland / New Zealand |
Nigeria | Stanbic IBTC Bank Plc for Standard Bank of South Africa Limited | 101007 | Lagos / Nigeria |
Norway | NORDEA BANK NORGE ASA FOR NORDEA BANK NORGE ASA AND NORDEA BANK AB (PUBL) | NO-0107 | Oslo / Norway |
Oman | HSBC BANK OMAN SAOG FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | PC 112 | Ruwi / Oman |
Pakistan | STANDARD CHARTERED BANK (PAKISTAN) LIMITED FOR STANDARD CHARTERED BANK | 74000 | Karachi / Pakistan |
Palestine | HSBC BANK MIDDLE EAST LIMITED - PALESTINE BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | Not Applicable | Ramallah / Palestine |
Peru | Citibank del Peru S.A. for Citibank N.A. | 27 | Lima / Peru |
Philippines | Hongkong & Shanghai Banking Corporation (HSBC), Philippine Branch | 1634 | Manila / Philippines |
Poland | Bank Handlowy w Warszawie SA (BHS) for Citibank N.A. | 00-923 | Warsaw / Poland |
Portugal | BNP Paribas Securities Services | 93500 | Paris / France |
Qatar | HSBC BANK MIDDLE EAST LTD - QATAR BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED | JE4 8UB | Doha / Qatar |
Romania | Citibank Europe plc - Romanian branch | 11745 | Bucharest / Romania |
Russia | ZAO Citibank for Citibank N.A. | 125047 | Moscow / Russia |
Saudi Arabia | HSBC SAUDI ARABIA LIMITED FOR THE HONGKONG AND SHANGHAI | 11413 | Riyadh / Saudi Arabia |
Serbia | UNICREDIT BANK SERBIA JSC FOR UNICREDIT BANK AUSTRIA AG | 1090 | Belgrade / Serbia |
Singapore | Standard Chartered Bank, Singapore branch | 18981 | Singapore |
Slovakia | Citibank Europe plc – Slovak Republic | 811 02 | Bratislava / Slovakia |
Slovenia | UNICREDIT BANKA SLOVENIJA DD FOR UNICREDIT BANKA SLOVENIJA DD & UNICREDIT BANK AUSTRIA AG | 1090 | Vienna / Austria |
South Africa | Societe Generale, Johannesburg (SG) Johannesburg | 2001 | Johannesburg / South Africa |
South Korea | Citibank Korea Inc. for Citibank N.A. | 100-180 | Seoul / South Korea |
Spain | Société Générale Sucursal en España S.A. | 28016 | Madrid / Spain |
Sri Lanka | Hongkong & Shanghai Banking Corporation Limited (HSBC), Sri Lanka Branch | Not Applicable | Colombo / Sri Lanka |
Swaziland | STANDARD BANK SWAZILAND LTD. FOR STANDARD BANK OF | Not Applicable | Mbabane / Swaziland |
Sweden | Skandinaviska Enskilda Banken AB (publ) | SE-106 40 | Stockholm / Sweden |
Switzerland | UBS AG | CH-8098 | Zurich / Switzerland |
Taiwan | Standard Chartered Bank (Taiwan) Ltd. For Standard Chartered Bank | 105 | Taipei / Taiwan |
Tanzania | STANDARD CHARTERED BANK TANZANIA LIMITED AND STANDARD CHARTERED BANK (MAURITIUS) LIMITED FOR STANDARD CHARTERED BANK | Not Applicable | Port Louis / Mauritius |
Thailand | Hongkong & Shanghai Banking Corporation Limited (HSBC), Thailand Branch | 10500 | Bangkok / Thailand |
Transnational | Brown Brothers Harriman & Co. (BBH & Co.) | 10005-1101 | Boston, MA / New York, NY |
Trinidad & Tobago | REPUBLIC BANK LIMITED | Not Applicable | Port of Spain / Trinidad & Tobago |
Tunisia | Union Internationale de Banques (UIB) | Not Applicable | Tunis / Tunisia |
Turkey | Citibank Anonim Sirkiti for Citibank N.A. | 34394 | Istanbul / Turkey |
Uganda | STANDARD CHARTERED BANK UGANDA LIMITED FOR STANDARD | 256 | Kampala / Uganda |
Ukraine | PUBLIC JOINT STOCK COMPANY "CITIBANK" FOR CITIBANK, N.A. | 4070 | Kiev / Ukraine |
United Arab Emirates | HSBC BANK MIDDLE EAST LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC) | 337-1500 | Dubai / UAE |
United Kingdom | HSBC Bank Plc | E14 5HQ | London / UK |
Uruguay | BANCO ITAÚ URUGUAY S.A. FOR BANCO ITAÚ URUGUAY S.A. AND ITAÚ UNIBANCO S.A. | 11000 | Montevideo / Uruguay |
Venezuela | Citibank, N.A., Caracas Branch | 1050 | Caracas / Venezuela |
Vietnam | HSBC BANK (VIETNAM) LTD. FOR THE HONGKONG AND SHANGHAI | Not Applicable | Hanoi, Vietnam |
Zambia | STANDARD CHARTERED BANK ZAMBIA PLC FOR STANDARD CHARTERED BANK | 10101 | Lusaka / Zambia |
Zimbabwe | STANDARD CHARTERED BANK ZIMBABWE LIMITED FOR STANDARD CHARTERED BANK | Not Applicable | Harare / Zimbabwe |
Exhibit 77Q1 - Additional Items
Item 15
Foreign Sub-Custodian Network for J.P. Morgan Chase Bank |
MARKET |
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| SUBCUSTODIAN |
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| HSBC Bank Argentina S.A. |
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ARGENTINA |
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| JPMorgan Chase Bank, N.A.** |
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AUSTRALIA |
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| UniCredit Bank Austria AG |
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AUSTRIA |
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| HSBC Bank Middle East Limited |
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BAHRAIN |
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| Standard Chartered Bank |
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BANGLADESH |
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| BNP Paribas Securities Services S.C.A. |
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BELGIUM |
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| HSBC Bank Bermuda Limited |
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BERMUDA |
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| Standard Chartered Bank Botswana Limited |
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BOTSWANA |
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| J.P. Morgan S.A. DTVM** |
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BRAZIL |
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| Citibank Europe plc |
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BULGARIA |
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| Canadian Imperial Bank of Commerce |
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CANADA |
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| Banco Santander Chile |
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CHILE |
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| HSBC Bank (China) Company Limited |
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CHINA A-SHARE |
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| HSBC Bank (China) Company Limited |
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CHINA B-SHARE |
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| JPMorgan Chase Bank, N.A.** |
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CHINA CONNECT |
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| Cititrust Colombia S.A. |
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COLOMBIA |
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| Banco BCT, S.A. |
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COSTA RICA |
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| Privredna Banka Zagreb d.d. |
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CROATIA |
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| HSBC Bank plc |
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CYPRUS |
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| UniCredit Bank Czech Republic and Slovakia, a.s. |
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CZECH REPUBLIC |
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| Nordea Bank Danmark A/S |
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DENMARK |
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| Citibank, N.A. |
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EGYPT |
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| Swedbank AS |
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ESTONIA |
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| Nordea Bank Finland Plc |
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FINLAND |
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| BNP Paribas Securities Services S.C.A. |
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FRANCE |
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| Deutsche Bank AG |
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GERMANY |
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| Standard Chartered Bank Ghana Limited |
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GHANA |
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| HSBC Bank plc |
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GREECE |
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| JPMorgan Chase Bank, N.A.** |
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HONG KONG |
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| Deutsche Bank AG |
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HUNGARY |
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| Islandsbanki hf. |
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*ICELAND* |
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| JPMorgan Chase Bank, N.A.** |
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INDIA |
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| Deutsche Bank AG |
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INDONESIA |
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| JPMorgan Chase Bank, N.A.** |
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|
IRELAND |
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| Bank Leumi le-Israel B.M. |
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ISRAEL |
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| BNP Paribas Securities Services S.C.A. |
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ITALY |
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| Mizuho Bank, Ltd. |
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JAPAN |
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| Standard Chartered Bank |
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|
JORDAN |
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| JSC Citibank Kazakhstan |
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|
KAZAKHSTAN |
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| Standard Chartered Bank Kenya Limited |
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|
KENYA |
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| HSBC Bank Middle East Limited |
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|
KUWAIT |
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| Swedbank AS |
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LATVIA |
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| HSBC Bank Middle East Limited |
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|
LEBANON |
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| AB SEB Bankas |
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|
LITHUANIA |
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|
| BNP Paribas Securities Services S.C.A. |
|
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|
LUXEMBOURG |
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|
| Standard Bank Limited, Malawi |
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|
*MALAWI* |
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| HSBC Bank Malaysia Berhad |
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|
MALAYSIA |
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|
| The Hongkong and Shanghai Banking Corporation Limited |
|
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|
MAURITIUS |
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|
| Banco Nacional de Mexico, S.A. |
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|
MEXICO |
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|
| Societe Generale Marocaine de Banques |
|
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|
MOROCCO |
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| Standard Bank Namibia Limited |
|
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|
NAMIBIA |
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|
| BNP Paribas Securities Services S.C.A. |
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|
NETHERLANDS |
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| JPMorgan Chase Bank, N.A.** |
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NEW ZEALAND |
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| Stanbic IBTC Bank Plc |
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NIGERIA |
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| Nordea Bank Norge ASA |
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NORWAY |
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| HSBC Bank Oman S.A.O.G. |
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|
OMAN |
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| Standard Chartered Bank (Pakistan) Limited |
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PAKISTAN |
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| HSBC Bank Middle East Limited |
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|
PALESTINIAN TERRITORIES |
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| Citibank del Peru S.A. |
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|
PERU |
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| The Hongkong and Shanghai Banking Corporation Limited |
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PHILIPPINES |
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| Bank Handlowy w. Warszawie S.A. |
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POLAND |
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| BNP Paribas Securities Services S.C.A. |
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PORTUGAL |
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| HSBC Bank Middle East Limited |
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|
QATAR |
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| Citibank Europe plc |
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|
ROMANIA |
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|
| J.P. Morgan Bank International (Limited Liability Company)** |
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|
RUSSIA |
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|
| HSBC Saudi Arabia Limited |
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|
SAUDI ARABIA |
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| Unicredit Bank Srbija a.d. |
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|
SERBIA |
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| DBS Bank Ltd |
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|
SINGAPORE |
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|
| UniCredit Bank Czech Republic and Slovakia, a.s. |
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|
SLOVAK REPUBLIC |
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|
| UniCredit Banka Slovenija d.d. |
|
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|
SLOVENIA |
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|
| FirstRand Bank Limited |
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|
SOUTH AFRICA |
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|
| Standard Chartered Bank Korea Limited |
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|
SOUTH KOREA |
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|
| Santander Securities Services, S.A. |
|
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|
SPAIN |
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|
| The Hongkong and Shanghai Banking Corporation Limited |
|
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|
SRI LANKA |
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|
| Nordea Bank AB (publ) |
|
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|
SWEDEN |
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|
| UBS Switzerland AG |
|
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|
SWITZERLAND |
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|
| JPMorgan Chase Bank, N.A.** |
|
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|
|
TAIWAN |
|
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|
| Stanbic Bank Tanzania Limited |
|
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|
|
*TANZANIA* |
|
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|
| Standard Chartered Bank (Thai) Public Company Limited |
|
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|
THAILAND |
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| Republic Bank Limited |
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TRINIDAD AND TOBAGO |
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| Banque Internationale Arabe de Tunisie, S.A. |
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TUNISIA |
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| Citibank A.S. |
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TURKEY |
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| Standard Chartered Bank Uganda Limited |
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UGANDA |
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| PJSC Citibank |
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*UKRAINE* |
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| HSBC Bank Middle East Limited |
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UNITED ARAB EMIRATES - ADX |
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| HSBC Bank Middle East Limited |
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UNITED ARAB EMIRATES - DFM |
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| HSBC Bank Middle East Limited |
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UNITED ARAB EMIRATES - NASDAQ DUBAI |
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| JPMorgan Chase Bank, N.A.** |
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UNITED KINGDOM |
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| JPMorgan Chase Bank, N.A.** |
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UNITED STATES |
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| Banco Itaú Uruguay S.A. |
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URUGUAY |
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| Citibank, N.A. |
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VENEZUELA |
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| HSBC Bank (Vietnam) Ltd. |
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VIETNAM |
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| Standard Chartered Bank Cote d’Ivoire SA |
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*WAEMU - BENIN, BURKINA FASO, GUINEA-BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO* |
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| Standard Chartered Bank Zambia Plc |
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ZAMBIA |
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| Stanbic Bank Zimbabwe Limited |
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*ZIMBABWE* |
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Exhibit 77Q1 - Additional Items
Item 15
Foreign Sub-Custodian Network for The Northern Trust Company |
Market | Subcustodian Legal Name | Subcustodian Legal Address |
Argentina (Market Suspended) | Citibank, N.A. | Bartolome Mitre 502/30, (C1036AAJ) Buenos Aires, Argentina. |
Australia | HSBC Bank Australia Limited | HSBC Custody and Clearing, 580 George Street, Sydney, NSW 2000, Australia. |
Austria | UniCredit Bank Austria A.G | Julius Tandler-Platz 3, A-1090, Vienna. |
Bahrain | HSBC Bank Middle East Limited | Custody & Clearing Dept, 2nd floor, Building No: 2505, Road No: 2832, Al Seef 428, Kingdom of Bahrain. |
Bangladesh | Standard Chartered Bank | Standard Chartered Bank, Securities Services, Portlink Tower, 67 Gulshan Avenue, Gulshan, Dhaka-1212, Bangladesh. |
Belgium | Deutsche Bank AG | Deutsche Bank AG, Filiale Amsterdam Custody & Clearing, Euronext Markets, Investor Services Global Transaction Banking De Entree 99 - 197, 1101 HE Amsterdam, Netherlands |
Bermuda | HSBC Bank Bermuda Limited | Bank of Bermuda Building, 6 Front Street, Hamilton, HM11 Bermuda. |
Bosnia and Herzegovina (Federation of Bosnia-Herzegovina) | Raiffeisen Bank International AG | Am Stadtpark 9, 1030 Vienna, Austria. |
Bosnia and Herzegovina (Republic of Srpska) | Raiffeisen Bank International AG | Am Stadtpark 9, 1030 Vienna, Austria. |
Botswana | Standard Chartered Bank Botswana Limited | Standard House Building, Queens Road, P. O. Box 496, Gaborone, Botswana. |
Brazil | Citibank, N.A. | Citibank N.A., Sao Paulo, Av Paulista, 1111, 12th Floor, Sao Paulo, SP 01311-920, Brazil. |
Bulgaria | Citibank Europe plc | Serdika Offices, 10th floor, 48 Sitnyakovo Blvd. Sofia 1505, Bulgaria |
Canada | The Northern Trust Company, Canada | 145 King Street West, Suite 1910, Toronto, Ontario, M5H 1J8, Canada |
CD's - EURO | Deutsche Bank AG, London Branch | Winchester House, 1 Great Winchester Street, London EC2N 2DB |
Chile | Banco de Chile | Ahumada 251 Santiago, 8320206 Chile |
China A Share | HSBC Bank (China) Company Limited | 33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120). |
China B Share | HSBC Bank (China) Company Limited | 33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120) |
Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | Carrera 7 No. 71-21 Torre B, oficina 1201. Bogotá, Colombia |
Croatia | UniCredit Bank Austria A.G. | Julius Tandler-Platz 3, A-1090, Vienna. |
Cyprus | Citibank International Limited | 8 Othonos Street - 4th floor, Athens 10557, Greece |
Czech Republic | UniCredit Bank Czech Republic and Slovakia, a. s. | UniCredit Bank Czech Republic and Slovakia, a. s. BB Centrum - Filadelfie Zeletavska 1525/1 140 92 Praha 4 - Michle |
Denmark | Nordea Bank Danmark A/S | Nordea Bank Danmark A/S, Helgeshøj Allé 33, 0900 Tåstrup, Denmark. |
Egypt | Citibank, N.A. | 8 Ahmed Pasha Street, Garden City, Cairo, Egypt |
Estonia | Swedbank AS | Liivalaia 8, 15040, Tallinn, Estonia |
Euroclear | Euroclear Bank S.A./N.V. | 1 Boulevard du Roi Albert II, B1210 Brussels, Belgium |
Finland | Nordea Bank Finland plc | Aleksanterinkatu 36, 0200 Helsinki, Finland. |
France | BNP Paribas Securities Services | Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin - France |
Germany | Deutsche Bank AG | Taunusanlage 12 60262 Frankfurt am Main Germany |
Ghana | Standard Chartered Bank Ghana Limited | Standard Chartered Bank, Standard Bank Building, High Street, P.O. Box 768, Accra, Ghana |
Greece | Citibank International Limited | 8 Othonos Street, 4th Floor, 10557 Athens, Greece |
Hong Kong | The Hongkong and Shanghai Banking Corporation Limited | Custody and Clearing HSBC Securities Services 2/F Tower 1 HSBC Centre 1 Sham Mong Road Kowloon Hong Kong |
Hong Kong – HK Stock Connect | - | - |
Hungary | UniCredit Bank Hungary Zrt | Szabadsag ter 5-6, HU-1054, Budapest, Hungary. |
India | Citibank, N.A. | FIFC, 11th Floor, C-54 & C-55, G Block, Bandra Kurla Complex, Bandra - East, Mumbai 400051, India |
Indonesia | Standard Chartered Bank | Menara Standard Chartered, 5th Floor, Jl. Prof. Dr. Satrio No. 164, Jakarta 12930, Indonesia |
Ireland | The Northern Trust Company, London | 50 Bank Street, Canary Wharf, London, E145NT, United Kingdom |
Israel | Bank Leumi Le-Israel BM | 24-32 Yehuda Halevi Street, Tel-Aviv, Israel |
Italy | Deutsche Bank SpA | DB1 - 1 Floor Piazza del Calendario 3 20126 Milan ITALY |
Japan | The Hongkong and Shanghai Banking Corporation Limited | Custody and Clearing, 6F HSBC Building, 11-1 Nihonbashi 3-chome, Chuo-Ku, Tokyo, Japan, 103-0027 |
Jordan | Standard Chartered Bank plc, Jordan Branch | Al Thakafa Street, Shmeissani, PO Box 11191, Amman, Jordan |
Kazakhstan | JSC Citibank Kazakhstan | Park Palace, Building A, 2nd Floor, 41, Kazybek Bi street, Almaty, 050010, Kazakhstan |
Kenya | Standard Chartered Bank Kenya Limited | Standard Chartered Bank Kenya, 48 Westlands Road, P.O.Box 40984 -00100GPO, Nairobi, Kenya |
Kuwait | HSBC Bank Middle East Limited | Kuwait City, Qibla Area, Hamad Al-Saqr Street, Kharafi Tower, G/1/2 Floors, PO Box 1683, Safat 13017, Kuwait |
Latvia | Swedbank AS | Balasta dambis 1a, Riga, LV-1048, Latvia. |
Lebanon | HSBC Bank Middle East Limited | PO Box 11-1380, Riad El Solh, Beirut 1107 2080 |
Lithuania | AB SEB Bankas | Gedimino pr. 12, LT-2600, Vilnius, Lithuania. |
Luxembourg | Euroclear Bank S.A./N.V. | 1 Boulevard du Roi Albert II B1210 Brussels Belgium |
Malaysia | HSBC Bank Malaysia Berhad | Custody and Clearing, 12th Floor, South Tower, No.2 Leboh Ampang, 50100 Kuala Lumpur, Malaysia |
Mauritius | The Hongkong and Shanghai Banking Corporation Limited | HSBC Centre, 18 Cybercity, Ebene, Mauritius |
Mexico | Banco Nationale de Mexico, S.A. | Banco Nacional de Mexico, S.A. (Banamex), Reforma 490 - Piso 3 Col. Sante Fe, C.P. 01219 Mexico DF |
Morocco | Societe Generale Marocaine de Banques | 55 Boulevard Abdelmoumen, 20100, Casablanca, Morocco |
Namibia | Standard Bank Namibia Ltd | Standard Bank Center, Corner Werner List Street and Postal Street Mall - 2nd Floor, Windhoek, Namibia |
Netherlands | Deutsche Bank AG | Deutsche Bank AG, Filiale Amsterdam Custody & Clearing, Euronext Markets, Investor Services Global Transaction Banking De Entree 99 - 197, 1101 HE Amsterdam, Netherlands |
New Zealand | The Hongkong and Shanghai Banking Corporation Limited | HSBC House, Level 9, 1 Queen Street, Auckland, New Zealand |
Nigeria | Stanbic IBTC Bank Plc | PHYSICAL ADDRESS: Walter Carrington Crescent, Victoria Island Lagos POSTAL ADDRESS: PO Box 54746 Falomo Ikoyi Nigeria |
Norway | Nordea Bank Norge ASA | Middelthuns gate 17, NO-0368, Oslo, Norway. |
Oman | HSBC Bank Oman SAOG | Al Khuwair, PO Box 1727 PC 111, Seeb, Sultanate of Oman. |
Pakistan | Citibank, N.A. | AWT Plaza, 1.1 Chundrigar Road, PO Box 4889, Karachi, Pakistan, 74200. |
Palestinian Territories | HSBC Bank Middle East Limited | PO Box 2067, Ramallah, Palestine |
Panama | Citibank, N.A. | Boulevard Punta Pacifica, Torre de las Americas, Apartado 0834-00555, Panama City, Panama |
Peru | Citibank del Peru S.A. | WWSS - 3 er Piso, Av. Canaval y Moreyra#480, San Isidro, Lima 27 - Peru. |
Philippines | The Hongkong and Shanghai Banking Corporation Limited | 7/F HSBC Centre, 3058 Fifth Avenue West, Bonifacio Global City, Taguig City 1634, Philippines |
Poland | Bank Polska Kasa Opieki SA | ul. Grzybowska 53/57, 00-950 Warszawa, Poland |
Portugal | BNP Paribas Securities Services | Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin - France |
Qatar | HSBC Bank Middle East Limited | 3rd Floor, Ali Bin Ali Building, Al Matar Street #950, BLDG 150, Ummghuwalina, Area 27, Doha, Qatar. |
Romania | Citibank Europe plc | 145 Calea Victoriei, 1st district, 010072, Bucharest, Romania |
Russia | ZAO Citibank | 8-10 bld.1 Gasheka Street, 125047 Moscow, Russia |
Saudi Arabia | HSBC Saudi Arabia Limited | HSBC Building, 2nd Floor, Olaya Road, Al-Murooj, P O Box 9084, Riyadh 11413, Saudi Arabia. |
Serbia | UniCredit Bank Austria A.G. | Julius Tandler-Platz 3, A-1090, Vienna, Austria. |
Singapore | DBS Bank Ltd | 10 Toh Guan Road, Level 04-11 (4B), Jurong Gateway, Singapore 608838 |
Slovakia | Citibank Europe plc | Mlynské nivy 43, 825 01 Bratislava, Slovak Republic |
Slovenia | UniCredit Banka Slovenija d.d. | martinska 140 SI-1000, Ljubljana, Slovenia. |
South Africa | The Standard Bank of South Africa Limited | 9th Floor, 5 Simmonds Street, Johannesburg, 2001 |
South Korea | The Hongkong and Shanghai Banking Corporation Limited | The Hongkong and Shanghai Banking Corporation Limited 5th Floor, Sub-Custody and Clearing, HSBC Securities Services HSBC Building, 37, Chilpae-ro, Jung-Gu, Seoul, Korea, 100-161 |
Spain | Deutsche Bank SAE | Deutsche Bank SAE Paseo de la Castellana 18, 2804 Madrid |
Sri Lanka | Standard Chartered Bank | Standard Chartered Bank, Securities Services Unit, 37, York Street, Colombo1, Sri Lanka |
Swaziland | Standard Bank Swaziland Limited | Swazi Plaza, Mbabane, Swaziland |
Sweden | Svenska Handelsbanken AB (publ) | Nordic Custody Services, Kungsträdgårdsgatan 2 SE-106 70, Stockholm, Sweden |
Switzerland | Credit Suisse AG | Parade-platz 8, 8001, Zurich, Switzerland |
Taiwan | Bank of Taiwan | 49 Wu Chang Street, Sec. 1, Taipei 100, Taiwan, Republic of China. |
Tanzania | Standard Chartered Bank (Mauritius) Limited | 6th Floor, Raffles Tower, Cybercity, Ebene, Mauritius |
Thailand | Citibank, N.A. | Securities and Fund Services, Citibank, N.A. Bangkok, 399 Interchange Building, Sukhumvit Road, Klongtoey Nua, Wattana District, Bangkok, 10110, Thailand |
Trinidad and Tobago (Market Suspended) | Republic Bank Limited | 9-17 Park Street, Port of Spain, Republic of Trinidad and Tobago |
Tunisia | Banque Internationale Arabe de Tunisie | 70-72 Avenue Habib Bourguiba, 1000 Tunis, Tunisia. |
Turkey | Deutsche Bank A.S. | Esentepe Mahallesi Eski Buyukdere Caddesi No.209 Tekfen Tower, Kat:17, 34394 Levent, Istanbul, Turkey |
UAE - ADX | HSBC Bank Middle East Limited | HSBC Securities Services, Emaar Square, Level 4, Building 5, PO Box 502601, Dubai, United Arab Emirates. |
UAE - DFM | HSBC Bank Middle East Limited | HSBC Securities Services, Emaar Square, Level 4, Building 5, PO Box 502601, Dubai, United Arab Emirates. |
UAE - NASDAQ Dubai | HSBC Bank Middle East Limited | HSBC Securities Services, Emaar Square, Level 4, Building 5, PO Box 502601, Dubai, United Arab Emirates |
Uganda | Standard Chartered Bank Uganda Limited | Standard Chartered Bank, 5 Speke Road, P.O. Box, 7111, Kampala, Uganda. |
Ukraine | PJSC Citibank | 16-g Dymytrova St. 03150 Kiev, Ukraine |
United Kingdom | The Northern Trust Company, London | 50 Bank Street, Canary Wharf, London, E14 5NT, United Kingdom |
United States | The Northern Trust Company | 50 South La Salle Street, Chicago, IL 60603, USA. |
Uruguay | Banco Itau Uruguay S.A. | Zabala 1463, 11000 Montevideo, Uruguay. |
Venezuela | Citibank, N.A. | Av. Casanova, C.C. el Recreo, Torre Norte, Piso 19 Caracas 1050, Venezuela |
Vietnam | HSBC Bank (Vietnam) Ltd | Centre Point, 106 Nguyen Van Troi Street, Phu Nhuan District, Ho Chi Minh City, Vietnam. |
West Africa (UEMOA) | United Bank for Africa plc | UBA House, 57, Marina, Lagos, Nigeria |
Zambia | Standard Chartered Bank Zambia plc | Standard Chartered Bank, Standard House, Cairo Road, P.O. Box 32238, Lusaka, Zambia. |
Zimbabwe | Standard Chartered Bank (Mauritius) Limited (Hub arrangement used to access this market) | Units 6a and 6b Raffles Tower, Cyber City, Ebene, Mauritius |
|
|
|
|
|
|
Exhibit 77Q1 - Additional Items
Item 15
Foreign Sub-Custodian Network for State Street Bank & Trust |
|
|
|
Market | Subcustodian | Address |
Albania | Raiffeisen Bank sh.a. | Blv. "Bajram Curri" ETC – Kati 14 |
|
| Tirana, Albania |
Australia | Citigroup Pty. Limited | 120 Collins St. |
|
| Melbourne, VIC 3000, Australia |
| The Hongkong and Shanghai Banking Corporation Limited | HSBC Custody and Clearing |
|
| Level 13, 580 George St. |
|
| Sydney, NSW 2000, Australia |
Austria | Deutsche Bank AG | Fleischmarkt 1 |
|
| A-1010 Vienna, Austria |
| UniCredit Bank Austria AG | Custody Department / Dept. 8398-TZ |
|
| Julius Tandler Platz 3 |
|
| A-1090 Vienna, Austria |
Bahrain | HSBC Bank Middle East Limited | 1st Floor, Bldg. #2505 |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Road # 2832, Al Seef 428 |
|
| Kingdom of Bahrain |
Bangladesh | Standard Chartered Bank | Silver Tower, Level 7 |
|
| 52 South Gulshan Commercial Area |
|
| Gulshan 1, Dhaka 1212, Bangladesh |
Belgium | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Brussels branch) | De Entrees 99-197 |
|
| 1101 HE Amsterdam, Netherlands |
Benin | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République |
|
| 17 BP 1141 Abidjan 17 Côte d’Ivoire |
Bermuda | HSBC Bank Bermuda Limited | 6 Front Street |
|
| Hamilton, HM06, Bermuda |
Federation of Bosnia and Herzegovina | UniCredit Bank d.d. | Zelenih beretki 24 |
|
| 71 000 Sarajevo |
|
| Federation of Bosnia and Herzegovina |
Botswana | Standard Chartered Bank Botswana Limited | 4th Floor, Standard Chartered House |
|
| Queens Road |
|
| The Mall |
|
| Gaborone, Botswana |
Brazil | Citibank, N.A. | AV Paulista 1111 |
|
| São Paulo, SP 01311-920 Brazil |
Bulgaria | Citibank Europe plc, Bulgaria Branch | Serdika Offices, 10th floor |
|
| 48 Sitnyakovo Blvd. |
|
| 1505 Sofia, Bulgaria |
| UniCredit Bulbank AD | 7 Sveta Nedelya Square |
|
| 1000 Sofia, Bulgaria |
Burkina Faso | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République |
|
| 17 BP 1141 Abidjan 17 Côte d’Ivoire |
Canada | State Street Trust Company Canada | 30 Adelaide Street East, Suite 800 |
|
| Toronto, ON Canada M5C 3G6 |
Chile | Banco Itaú Chile S.A. | Enrique Foster Sur 20, Piso 5 |
|
| Las Condes, Santiago de Chile |
People’s Republic of China | HSBC Bank (China) Company Limited | 33rd Floor, HSBC Building, Shanghai IFC |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 8 Century Avenue |
|
| Pudong, Shanghai, China (200120) |
| China Construction Bank Corporation | No.1 Naoshikou Street |
| (for A-share market only) | Chang An Xing Rong Plaza |
|
| Beijing 100032-33, China |
| Citibank N.A. | 39th Floor Citibank Tower |
| (for Shanghai – Hong Kong Stock Connect market only) | Citibank Plaza, |
|
| 3 Garden Road |
|
| Central, Hong Kong |
| The Hongkong and Shanghai Banking Corporation Limited | Level 30, |
| (for Shanghai – Hong Kong Stock Connect market only) | HSBC Main Building |
|
| 1 Queen's Road |
|
| Central, Hong Kong |
| Standard Chartered Bank (Hong Kong) Limited | 15th Floor Standard Chartered Tower |
| (for Shanghai – Hong Kong Stock Connect market) | 388 Kwun Tong Road |
|
| Kwun Tong, Hong Kong |
Colombia | Cititrust Colombia S.A. Sociedad Fiduciaria | Carrera 9A, No. 99-02 |
|
| Bogotá DC, Colombia |
Costa Rica | Banco BCT S.A. | 160 Calle Central |
|
| Edificio BCT |
|
| San José, Costa Rica |
Croatia | Privredna Banka Zagreb d.d. | Custody Department |
|
| Radnièka cesta 50 |
|
| 10000 Zagreb, Croatia |
| Zagrebacka Banka d.d. | Savska 60 |
|
| 10000 Zagreb, Croatia |
Cyprus | BNP Paribas Securities Services, S.C.A., Greece (operating through its Athens branch) | 94 V. Sofias Avenue & 1 Kerasountos Str. |
|
| 115 28 Athens, Greece |
Czech Republic | Èeskoslovenská obchodní banka, a.s. | Radlická 333/150 |
|
| 150 57 Prague 5, Czech Republic |
| UniCredit Bank Czech Republic and Slovakia, a.s. | BB Centrum – FILADELFIE |
|
| eletavská 1525/1 |
|
| 140 92 Praha 4 - Michle, Czech Republic |
Denmark | Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Danmark A/S) | Strandgade 3 |
|
| 0900 Copenhagen C, Denmark |
| Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Copenhagen branch) | Bernstorffsgade 50 |
|
| 1577 Copenhagen, Denmark |
Egypt | HSBC Bank Egypt S.A.E. | 6th Floor |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 306 Corniche El Nil |
|
| Maadi |
|
| Cairo, Egypt |
Estonia | AS SEB Pank | Tornimäe 2 |
|
| 15010 Tallinn, Estonia |
Finland | Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Finland Plc.) | Satamaradankatu 5 |
|
| 00500 Helsinki, Finland |
| Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Helsinki branch) | Securities Services |
|
| Box 630 |
|
| SF-00101 Helsinki, Finland |
France | Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Paris branch) | De Entrees 99-197 |
|
| 1101 HE Amsterdam, Netherlands |
Republic of Georgia | JSC Bank of Georgia | 29a Gagarini Str. |
|
| Tbilisi 0160, Georgia |
Germany | Deutsche Bank AG | Alfred-Herrhausen-Allee 16-24 |
|
| D-65760 Eschborn, Germany |
Ghana | Standard Chartered Bank Ghana Limited | P. O. Box 768 |
|
| 1st Floor |
|
| High Street Building |
|
| Accra, Ghana |
Greece | BNP Paribas Securities Services, S.C.A. | 94 V. Sofias Avenue & 1 Kerasountos Str. |
|
| 115 28 Athens, Greece |
Guinea-Bissau | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République |
|
| 17 BP 1141 Abidjan 17 Côte d’Ivoire |
Hong Kong | Standard Chartered Bank (Hong Kong) Limited | 15th Floor Standard Chartered Tower |
|
| 388 Kwun Tong Road |
|
| Kwun Tong, Hong Kong |
Hungary | Citibank Europe plc Magyarországi Fióktelepe | 7 Szabadság tér, Bank Center |
|
| Budapest, H-1051 Hungary |
| UniCredit Bank Hungary Zrt. | 6th Floor |
|
| Szabadság tér 5-6 |
|
| H-1054 Budapest, Hungary |
Iceland | Landsbankinn hf. | Austurstræti 11 |
|
| 155 Reykjavik, Iceland |
India | Deutsche Bank AG | Block B1, 4th Floor, Nirlon Knowledge Park |
|
| Off Western Express Highway |
|
| Goregaon (E) |
|
| Mumbai 400 063, India |
| The Hongkong and Shanghai Banking Corporation Limited | 11F, Building 3, NESCO - IT Park, NESCO Complex, |
|
| Western Express Highway |
|
| Goregaon (East), |
|
| Mumbai 400 063, India |
Indonesia | Deutsche Bank AG | Deutsche Bank Building, 4th floor |
|
| Jl. Imam Bonjol, No. 80 |
|
| Jakarta 10310, Indonesia |
Ireland | State Street Bank and Trust Company, United Kingdom branch | 525 Ferry Road |
|
| Edinburgh EH5 2AW, Scotland |
Israel | Bank Hapoalim B.M. | 50 Rothschild Boulevard |
|
| Tel Aviv, Israel 61000 |
Italy | Deutsche Bank S.p.A. | Investor Services |
|
| Via Turati 27 – 3rd Floor |
|
| 20121 Milan, Italy |
Ivory Coast | Standard Chartered Bank Côte d’Ivoire S.A. | 23, Bld de la République |
|
| 17 BP 1141 Abidjan 17 Côte d’Ivoire |
Japan | Mizuho Bank, Limited | 4-16-13, Tsukishima, Chou-ku |
|
| Tokyo 104-0052, Japan |
| The Hongkong and Shanghai Banking Corporation Limited | HSBC Building |
|
| 11-1 Nihonbashi 3-chome, Chuo-ku |
|
| Tokyo 1030027, Japan |
Jordan | Standard Chartered Bank | Shmeissani Branch |
|
| Al-Thaqafa Street, Building # 2 |
|
| P.O. Box 926190 |
|
| Amman 11110, Jordan |
Kazakhstan | JSC Citibank Kazakhstan | Park Palace, Building A, |
|
| 41 Kazibek Bi street, |
|
| Almaty 050010, Kazakhstan |
Kenya | Standard Chartered Bank Kenya Limited | Custody Services |
|
| Standard Chartered @ Chiromo, Level 5 |
|
| 48 Westlands Road |
|
| P.O. Box 40984 – 00100 GPO |
|
| Nairobi, Kenya |
Republic of Korea | Deutsche Bank AG | 18th Fl., Young-Poong Building |
|
| 33 Seorin-dong |
|
| Chongro-ku, Seoul 110-752, Korea |
| The Hongkong and Shanghai Banking Corporation Limited | HSBC Building #25 |
|
| 1-Ka Bongrae-Dong |
|
| Chung-ku, Seoul 100-161, Korea |
Kuwait | HSBC Bank Middle East Limited | Kuwait City, Qibla Area |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Hamad Al-Saqr Street |
|
| Kharafi Tower, G/1/2 Floors |
|
| P. O. Box 1683, Safat 13017, Kuwait |
Latvia | AS SEB banka | Unicentrs, Valdlauèi |
|
| LV-1076 Kekavas pag., Rigas raj., Latvia |
Lebanon | HSBC Bank Middle East Limited | St. Georges Street, Minet El-Hosn |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Beirut 1107 2080, Lebanon |
Lithuania | AB SEB bankas | Gedimino av. 12 |
|
| LT 2600 Vilnius, Lithuania |
Malawi | Standard Bank Limited | Kaomba Centre |
|
| Cnr. Victoria Avenue & Sir Glyn Jones Road |
|
| Blantyre, Malawi |
Malaysia | Deutsche Bank (Malaysia) Berhad | Domestic Custody Services |
|
| Level 20, Menara IMC |
|
| 8 Jalan Sultan Ismail |
|
| 50250 Kuala Lumpur, Malaysia |
| Standard Chartered Bank Malaysia Berhad | Menara Standard Chartered |
|
| 30 Jalan Sultan Ismail |
|
| 50250 Kuala Lumpur, Malaysia |
Mali | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République |
|
| 17 BP 1141 Abidjan 17 Côte d’Ivoire |
Mauritius | The Hongkong and Shanghai Banking Corporation Limited | 5th Floor, HSBC Centre |
|
| 18 Cybercity |
|
| Ebene, Mauritius |
Mexico | Banco Nacional de México, S.A. | 3er piso, Torre Norte |
|
| Act. Roberto Medellín No. 800 |
|
| Col. Santa Fe |
|
| Mexico, DF 01219 |
Morocco | Citibank Maghreb | Zénith Millénium Immeuble1 |
|
| Sidi Maârouf – B.P. 40 |
|
| Casablanca 20190, Morocco |
Namibia | Standard Bank Namibia Limited | Standard Bank Center |
|
| Cnr. Werner List St. and Post St. Mall |
|
| 2nd Floor |
|
| Windhoek, Namibia |
Netherlands | Deutsche Bank AG | De Entrees 99-197 |
|
| 1101 HE Amsterdam, Netherlands |
New Zealand | The Hongkong and Shanghai Banking Corporation Limited | HSBC House |
|
| Level 7, 1 Queen St. |
|
| Auckland 1010, New Zealand |
Niger | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République |
|
| 17 BP 1141 Abidjan 17 Côte d’Ivoire |
Nigeria | Stanbic IBTC Bank Plc. | Plot 1712 |
|
| Idejo St |
|
| Victoria Island, |
|
| Lagos 101007, Nigeria |
Norway | Nordea Bank AB (publ), Sweden (operating through its subsidiary, Nordea Bank Norge ASA) | Essendropsgate 7 |
|
| 0368 Oslo, Norway |
| Skandinaviska Enskilda Banken AB (publ), Sweden (operating through its Oslo branch) | P.O. Box 1843 Vika |
|
| Filipstad Brygge 1 |
|
| N-0123 Oslo, Norway |
Oman | HSBC Bank Oman S.A.O.G. | 2nd Floor Al Khuwair |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | PO Box 1727 PC 111 |
|
| Seeb, Oman |
Pakistan | Deutsche Bank AG | Unicentre – Unitowers |
|
| I.I. Chundrigar Road |
|
| P.O. Box 4925 |
|
| Karachi - 74000, Pakistan |
Palestine | HSBC Bank Middle East Limited | Jaffa Street, Ramallah |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | West Bank 2119, Palestine |
Panama | Citibank, N.A. | Boulevard Punta Pacifica |
|
| Torre de las Americas |
|
| Apartado |
|
| Panama City, Panama 0834-00555 |
Peru | Citibank del Perú, S.A. | Canaval y Moreyra 480 |
|
| 3rd Floor, San Isidro |
|
| Lima 27, Perú |
Philippines | Deutsche Bank AG | Global Transaction Banking |
|
| Tower One, Ayala Triangle |
|
| 1226 Makati City, Philippines |
Poland | Bank Handlowy w Warszawie S.A. | ul. Senatorska 16 |
|
| 00-293 Warsaw, Poland |
| Bank Polska Kasa Opieki S.A | 31 Zwirki I Wigury Street |
|
| 02-091, Warsaw, Poland |
Portugal | BNP Paribas Securities Services, S.C.A., Paris (operating through its Paris branch with support from its Lisbon branch) | 3 Rue D’Antin |
|
| Paris, France Lt 1.19.01 |
| Deutsche Bank AG, Netherlands (operating through its Amsterdam branch with support from its Lisbon branch) | De Entrees 99-197 |
|
| 1101 HE Amsterdam, Netherlands |
Puerto Rico | Citibank N.A. | 1 Citibank Drive, Lomas Verdes Avenue |
|
| San Juan, Puerto Rico 00926 |
Qatar | HSBC Bank Middle East Limited | 2 Fl Ali Bin Ali Tower |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Building no.: 150 |
|
| Airport Road |
|
| Doha, Qatar |
Romania | Citibank Europe plc, Dublin – Romania Branch | 8, Iancu de Hunedoara Boulevard |
|
| 712042, Bucharest Sector 1, Romania |
Russia | Limited Liability Company Deutsche Bank | 82, Sadovnicheskaya Street |
|
| Building 2 |
|
| 115035 Moscow, Russia |
Saudi Arabia | HSBC Saudi Arabia Limited | HSBC Head Office |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 7267 Olaya - Al Murooj |
|
| Riyadh 12283-2255 Kingdom of Saudi Arabia |
Senegal | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République |
|
| 17 BP 1141 Abidjan 17 Côte d’Ivoire |
Serbia | UniCredit Bank Serbia JSC | Omladinskih Brigada 88, Airport City |
|
| 11000 Belgrade, Serbia |
Singapore | Citibank N.A. | 3 Changi Business Park Crescent |
|
| #07-00, Singapore 486026 |
| United Overseas Bank Limited | 156 Cecil Street |
|
| FEB Building #08-03 |
|
| Singapore 069544 |
Slovak Republic | UniCredit Bank Czech Republic and Slovakia, a.s. | Sancová 1/A |
|
| 813 33 Bratislava, Slovak Republic |
Slovenia | UniCredit Banka Slovenija d.d. | martinska 140 |
|
| SI-1000 Ljubljana, Slovenia |
South Africa | FirstRand Bank Limited | Mezzanine Floor |
|
| 3 First Place Bank City |
|
| Corner Simmonds & Jeppe Sts. |
|
| Johannesburg 2001 |
|
| Republic of South Africa |
| Standard Bank of South Africa Limited | 3rd Floor, 25 Sauer St. |
|
| Johannesburg 2000 |
|
| Republic of South Africa |
Spain | Deutsche Bank S.A.E. | Calle de Rosario Pino 14-16, |
|
| Planta 1 |
|
| 28020 Madrid, Spain |
Sri Lanka | The Hongkong and Shanghai Banking Corporation Limited | 24, Sir Baron Jayatilake Mawatha |
|
| Colombo 01, Sri Lanka |
Republic of Srpska | UniCredit Bank d.d. | Zelenih beretki 24 |
|
| 71 000 Sarajevo |
|
| Federation of Bosnia and Herzegovina |
Swaziland | Standard Bank Swaziland Limited | Standard House, Swazi Plaza |
|
| Mbabane, Swaziland H101 |
Sweden | Nordea Bank AB (publ) | Smålandsgatan 17 |
|
| 105 71 Stockholm, Sweden |
| Skandinaviska Enskilda Banken AB (publ) | Sergels Torg 2 |
|
| SE-106 40 Stockholm, Sweden |
Switzerland | Credit Suisse AG | Uetlibergstrasse 231 |
|
| 8070 Zurich, Switzerland |
| UBS Switzerland AG | Badenerstrasse 574 |
|
| 8098 Zurich, Switzerland |
Taiwan - R.O.C. | Deutsche Bank AG | 296 Ren-Ai Road |
|
| Taipei 106 Taiwan, Republic of China |
| Standard Chartered Bank (Taiwan) Limited | 168 Tun Hwa North Road |
|
| Taipei 105, Taiwan, Republic of China |
Tanzania | Standard Chartered Bank (Tanzania) Limited | 1 Floor, International House |
|
| Corner Shaaban Robert St and Garden Ave |
|
| PO Box 9011 |
|
| Dar es Salaam, Tanzania |
Thailand | Standard Chartered Bank (Thai) Public Company Limited | Sathorn Nakorn Tower |
|
| 14th Floor, Zone B |
|
| 90 North Sathorn Road |
|
| Silom, Bangkok 10500, Thailand |
Togo | via Standard Chartered Bank Côte d’Ivoire S.A., Abidjan, Ivory Coast | 23, Bld de la République |
|
| 17 BP 1141 Abidjan 17 Côte d’Ivoire |
Trinidad & Tobago | Republic Bank Limited | 9-17 Park Street |
|
| Port of Spain |
|
| Republic of Trinidad & Tobago, West Indies |
Tunisia | Banque Internationale Arabe de Tunisie | Direction des Marches de Capitaux |
|
| 1080 Tunis Cedex, Tunisia |
Turkey | Citibank, A.ª. | Tekfen Tower |
|
| Eski Buyukdere Caddesi 209 |
|
| Kat 3 |
|
| Levent 34394 Istanbul, Turkey |
| Deutsche Bank A.ª. | Eski Buyukdere Caddesi |
|
| Tekfen Tower No. 209 |
|
| Kat: 17 4 |
|
| Levent 34394 Istanbul, Turkey |
Uganda | Standard Chartered Bank Uganda Limited | 5 Speke Road |
|
| P.O. Box 7111 |
|
| Kampala, Uganda |
Ukraine | PJSC Citibank | 16-g Dymytrova St. |
|
| Kyiv 03150, Ukraine |
United Arab Emirates – | HSBC Bank Middle East Limited | HSBC Securities Services |
Dubai Financial Market | (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Emaar Square |
|
| Level 3, Building No. 5 |
|
| P O Box 502601 |
|
| Dubai, United Arab Emirates |
United Arab Emirates – | HSBC Bank Middle East Limited | HSBC Securities Services |
Dubai International | (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Emaar Square |
Financial Center |
| Level 3, Building No. 5 |
|
| P O Box 502601 |
|
| Dubai, United Arab Emirates |
United Arab Emirates – | HSBC Bank Middle East Limited | HSBC Securities Services |
Abu Dhabi | (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | Emaar Square |
|
| Level 3, Building No. 5 |
|
| P O Box 502601 |
|
| Dubai, United Arab Emirates |
United Kingdom | State Street Bank and Trust Company, United Kingdom branch | 525 Ferry Road |
|
| Edinburgh EH5 2AW, Scotland |
Uruguay | Banco Itaú Uruguay S.A. | Zabala 1463 |
|
| 11000 Montevideo, Uruguay |
Venezuela | Citibank, N.A. | Centro Comercial El Recreo |
|
| Torre Norte, Piso 19 |
|
| Avenida Casanova |
|
| Caracas, Venezuela 1050 |
Vietnam | HSBC Bank (Vietnam) Limited | Centre Point |
| (as delegate of The Hongkong and Shanghai Banking Corporation Limited) | 106 Nguyen Van Troi Street |
|
| Phu Nhuan District |
|
| Ho Chi Minh City, Vietnam |
Zambia | Standard Chartered Bank Zambia Plc. | Standard Chartered House |
|
| Cairo Road |
|
| P.O. Box 32238 |
|
| 10101, Lusaka, Zambia |
Zimbabwe | Stanbic Bank Zimbabwe Limited | 3rd Floor |
| (as delegate of Standard Bank of South Africa Limited) | Stanbic Centre |
|
| 59 Samora Machel Avenue |
|
| Harare, Zimbabwe |
Argentina | Citibank, N.A.* | Bartolome Mitre 530 |
|
| 1036 Buenos Aires, Argentina |
AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY
and
FMR INVESTMENT MANAGEMENT (U.K.) LIMITED
AGREEMENT AMENDED and RESTATED as of this 1st day of April 2015, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the "Advisor"), and FMR Investment Management (U.K.) Limited (hereinafter called the "Sub-Advisor").
WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts business trusts and Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.
(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.
(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.
(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.
(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.
(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Advisor for any period hereunder shall in all circumstances be an amount not less than 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (b) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Advisor exceed the management fee paid to the Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the "Minimum Investment Management Fee"). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered.
(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.
6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become interested in the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2015 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.
(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.
The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.
FMR INVESTMENT MANAGEMENT (U.K.) LIMITED |
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BY: |
/s/Mark Flaherty |
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Mark Flaherty |
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Director |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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BY: |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
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AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY
and
FMR INVESTMENT MANAGEMENT (U.K.) LIMITED
AGREEMENT AMENDED and RESTATED as of this 1st day of April 2015, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the "Advisor"), and FMR Investment Management (U.K.) Limited (hereinafter called the "Sub-Advisor").
WHEREAS the Advisor has entered into various management contracts (each a "Management Contract") with those Massachusetts business trusts and Delaware statutory trusts, each a registered investment company issuing one or more series of shares of beneficial interest (each a "Trust") on behalf of each of their respective portfolios listed on Schedule A attached hereto, as the same may be amended from time to time (each a "Portfolio"), pursuant to which the Advisor acts as investment manager to each of the Portfolios;
WHEREAS required authorization and approval by Trustees having been obtained, each Trust, on behalf of each Portfolio, the Advisor, and the Sub-Advisor hereby consent, pursuant to Paragraph 9 of the existing Sub-Advisory Agreement, to a modification of said Agreement in the manner set forth below; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in connection therewith;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and investment activities.
(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may reasonably require. Such information may include written and oral reports and analyses.
(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.
(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent required pursuant to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Portfolio and/or to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.
(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.
(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor shall have provided investment management services divided by the net assets of the Portfolio for that month; provided, however, that the Investment Management Fee paid to the Sub-Advisor for any period hereunder shall in all circumstances be an amount not less than 110% of the Sub-Advisor's costs incurred in connection with rendering the services referred to in subparagraph (b) of paragraph 1 of this Agreement (but in no event will the Investment Management Fee paid to the Sub-Advisor exceed the management fee paid to the Advisor pursuant to its management contract with respect to the Portfolio) (the minimum fee described in this proviso being referred to herein as the "Minimum Investment Management Fee"). If in any fiscal year the aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers or reimbursements multiplied by the fraction determined in (ii), subject to the Minimum Investment Management Fee. If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor a proportionate share of the amount recovered.
(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio.
6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become interested in the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive, the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until July 31, 2015 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases or no-action letters of, the Commission or its staff.
(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its assignment.
10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction of any such obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without giving effect to the choice of laws provisions thereof.
The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Commission or its staff.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.
FMR INVESTMENT MANAGEMENT (U.K.) LIMITED |
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BY: |
/s/Mark Flaherty |
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Mark Flaherty |
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Director |
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FIDELITY MANAGEMENT & RESEARCH COMPANY |
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BY: |
/s/William E. Dailey |
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William E. Dailey |
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Treasurer |
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