0000754510-18-000002.txt : 20180328 0000754510-18-000002.hdr.sgml : 20180328 20180328152232 ACCESSION NUMBER: 0000754510-18-000002 CONFORMED SUBMISSION TYPE: NSAR-A PUBLIC DOCUMENT COUNT: 39 CONFORMED PERIOD OF REPORT: 20180131 FILED AS OF DATE: 20180328 DATE AS OF CHANGE: 20180328 EFFECTIVENESS DATE: 20180328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY SECURITIES FUND CENTRAL INDEX KEY: 0000754510 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: NSAR-A SEC ACT: 1940 Act SEC FILE NUMBER: 811-04118 FILM NUMBER: 18718358 BUSINESS ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 617-563-7000 MAIL ADDRESS: STREET 1: 245 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 0000754510 S000007191 Fidelity OTC Portfolio C000019679 Fidelity OTC Portfolio FOCPX C000064268 Class K FOCKX 0000754510 S000007192 Fidelity Real Estate Income Fund C000019680 Fidelity Real Estate Income Fund FRIFX C000087887 Fidelity Advisor Real Estate Income Fund: Class A FRINX C000087889 Fidelity Advisor Real Estate Income Fund: Class C FRIOX C000087890 Fidelity Advisor Real Estate Income Fund: Class M FRIQX C000087891 Fidelity Advisor Real Estate Income Fund: Class I FRIRX 0000754510 S000007193 Fidelity Small Cap Growth Fund C000019681 Fidelity Small Cap Growth Fund FCPGX C000019682 Fidelity Advisor Small Cap Growth Fund: Class A FCAGX C000019684 Fidelity Advisor Small Cap Growth Fund: Class C FCCGX C000019685 Fidelity Advisor Small Cap Growth Fund: Class M FCTGX C000019686 Fidelity Advisor Small Cap Growth Fund: Class I FCIGX C000177524 Fidelity Advisor Small Cap Growth Fund: Class Z FIDGX C000182796 Fidelity Advisor Small Cap Growth Fund: Class T FSTOX 0000754510 S000007194 Fidelity Small Cap Value Fund C000019687 Fidelity Small Cap Value Fund FCPVX C000019688 Fidelity Advisor Small Cap Value Fund: Class A FCVAX C000019690 Fidelity Advisor Small Cap Value Fund: Class C FCVCX C000019691 Fidelity Advisor Small Cap Value Fund: Class M FCVTX C000019692 Fidelity Advisor Small Cap Value Fund: Class I FCVIX 0000754510 S000007195 Fidelity Blue Chip Growth Fund C000019693 Fidelity Blue Chip Growth Fund FBGRX C000064269 Class K FBGKX 0000754510 S000007196 Fidelity Blue Chip Value Fund C000019694 Fidelity Blue Chip Value Fund FBCVX 0000754510 S000007197 Fidelity Dividend Growth Fund C000019695 Fidelity Dividend Growth Fund FDGFX C000064270 Class K FDGKX 0000754510 S000007198 Fidelity Growth & Income Portfolio C000019696 Fidelity Growth & Income Portfolio FGRIX C000064271 Class K FGIKX 0000754510 S000007200 Fidelity Leveraged Company Stock Fund C000019698 Fidelity Leveraged Company Stock Fund FLVCX C000064272 Class K FLCKX 0000754510 S000015587 Fidelity Series Small Cap Opportunities Fund C000042507 Fidelity Series Small Cap Opportunities Fund FSOPX C000076776 Class F FSOFX 0000754510 S000031548 Fidelity Series Real Estate Income Fund C000098199 Fidelity Series Real Estate Income Fund FSREX C000098200 Class F FSRWX 0000754510 S000033805 Fidelity Series Real Estate Equity Fund C000104444 Fidelity Series Real Estate Equity Fund FREDX C000104445 Class F FREFX 0000754510 S000042624 Fidelity Series Blue Chip Growth Fund C000131779 Fidelity Series Blue Chip Growth Fund FSBDX C000131780 Class F FSBEX 0000754510 S000056372 Fidelity Flex Large Cap Growth Fund C000177599 Fidelity Flex Large Cap Growth Fund FLCLX 0000754510 S000057284 Fidelity Blue Chip Growth K6 Fund C000182860 Fidelity Blue Chip Growth K6 Fund FBCGX 0000754510 S000057285 Fidelity Small Cap Growth K6 Fund C000182861 Fidelity Small Cap Growth K6 Fund FOCSX NSAR-A 1 answer04118.fil ANSWER FILE PAGE 1 000 A000000 01/31/2018 000 C000000 0000754510 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 FIDELITY SECURITIES FUND 001 B000000 811-04118 001 C000000 6037917481 002 A000000 245 SUMMER STREET 002 B000000 BOSTON 002 C000000 MA 002 D010000 02210 003 000000 N 004 000000 N 005 000000 N 006 000000 N 007 A000000 Y 007 B000000 16 007 C010100 1 007 C020100 Fidelity OTC Portfolio 007 C030100 N 007 C010200 2 007 C020200 Fidelity Growth & Income Portfolio 007 C030200 N 007 C010300 3 007 C020300 Fidelity Blue Chip Growth Fund 007 C030300 N 007 C010400 4 007 C020400 Fidelity Dividend Growth Fund 007 C030400 N 007 C010600 6 007 C020600 Fidelity Leveraged Company Stock Fund 007 C030600 N 007 C010800 8 007 C020800 Fidelity Blue Chip Value Fund 007 C030800 N 007 C010900 9 007 C020900 Fidelity Real Estate Income Fund 007 C030900 N 007 C011000 10 007 C021000 Fidelity Small Cap Growth Fund 007 C031000 N 007 C011100 11 007 C021100 Fidelity Small Cap Value Fund 007 C031100 N 007 C011300 13 007 C021300 Fidelity Series Small Cap Opp Fund PAGE 2 007 C031300 N 007 C011400 14 007 C021400 Fidelity Series Real Estate Income Fund 007 C031400 N 007 C011500 15 007 C021500 Fidelity Series Real Estate Equity Fund 007 C031500 N 007 C011600 16 007 C021600 Fidelity Series Blue Chip Growth Fund 007 C031600 N 007 C011700 17 007 C021700 Fidelity Blue Chip Growth K6 Fund 007 C031700 N 007 C011800 18 007 C021800 Fidelity Flex Large Cap Growth Fund 007 C031800 N 007 C011900 19 007 C021900 Fidelity Small Cap Growth K6 Fund 007 C031900 N 008 A000101 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000101 A 008 C000101 801-7884 008 D010101 BOSTON 008 D020101 MA 008 D030101 02210 008 A000102 FMR CO., INC. (FMRC) 008 B000102 S 008 C000102 801-3447 008 D010102 BOSTON 008 D020102 MA 008 D030102 02210 008 A000103 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000103 S 008 C000103 801-69507 008 D010103 HONG KONG 008 D050103 HONG KONG, SAR 008 A000104 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B000104 S 008 C000104 801-69571 008 D010104 BOSTON 008 D020104 MA 008 D030104 02210 008 A000105 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B000105 S 008 C000105 801-28773 008 D010105 BOSTON 008 D020105 MA 008 D030105 02210 008 A000201 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000201 A 008 C000201 801-7884 PAGE 3 008 D010201 BOSTON 008 D020201 MA 008 D030201 02210 008 A000202 FMR CO., INC. (FMRC) 008 B000202 S 008 C000202 801-3447 008 D010202 BOSTON 008 D020202 MA 008 D030202 02210 008 A000203 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B000203 S 008 C000203 801-28773 008 D010203 BOSTON 008 D020203 MA 008 D030203 02210 008 A000204 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000204 S 008 C000204 801-69507 008 D010204 HONG KONG 008 D050204 HONG KONG, SAR 008 A000205 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B000205 S 008 C000205 801-69571 008 D010205 BOSTON 008 D020205 MA 008 D030205 02210 008 A000301 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000301 A 008 C000301 801-7884 008 D010301 BOSTON 008 D020301 MA 008 D030301 02210 008 A000302 FMR CO., INC. (FMRC) 008 B000302 S 008 C000302 801-3447 008 D010302 BOSTON 008 D020302 MA 008 D030302 02210 008 A000303 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B000303 S 008 C000303 801-28773 008 D010303 BOSTON 008 D020303 MA 008 D030303 02210 008 A000304 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000304 S 008 C000304 801-69507 008 D010304 HONG KONG 008 D050304 HONG KONG, SAR 008 A000305 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B000305 S PAGE 4 008 C000305 801-69571 008 D010305 BOSTON 008 D020305 MA 008 D030305 02210 008 A000401 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000401 A 008 C000401 801-7884 008 D010401 BOSTON 008 D020401 MA 008 D030401 02210 008 A000402 FMR CO., INC. (FMRC) 008 B000402 S 008 C000402 801-3447 008 D010402 BOSTON 008 D020402 MA 008 D030402 02210 008 A000403 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B000403 S 008 C000403 801-28773 008 D010403 BOSTON 008 D020403 MA 008 D030403 02210 008 A000404 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000404 S 008 C000404 801-69507 008 D010404 HONG KONG 008 D050404 HONG KONG, SAR 008 A000405 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B000405 S 008 C000405 801-69571 008 D010405 BOSTON 008 D020405 MA 008 D030405 02210 008 A000601 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000601 A 008 C000601 801-7884 008 D010601 BOSTON 008 D020601 MA 008 D030601 02210 008 A000602 FMR CO., INC. (FMRC) 008 B000602 S 008 C000602 801-3447 008 D010602 BOSTON 008 D020602 MA 008 D030602 02210 008 A000603 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B000603 S 008 C000603 801-28773 008 D010603 BOSTON 008 D020603 MA 008 D030603 02210 PAGE 5 008 A000604 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000604 S 008 C000604 801-69507 008 D010604 HONG KONG 008 D050604 HONG KONG, SAR 008 A000605 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B000605 S 008 C000605 801-69571 008 D010605 BOSTON 008 D020605 MA 008 D030605 02210 008 A000801 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000801 A 008 C000801 801-7884 008 D010801 BOSTON 008 D020801 MA 008 D030801 02210 008 A000802 FMR CO., INC. (FMRC) 008 B000802 S 008 C000802 801-3447 008 D010802 BOSTON 008 D020802 MA 008 D030802 02210 008 A000803 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B000803 S 008 C000803 801-28773 008 D010803 BOSTON 008 D020803 MA 008 D030803 02210 008 A000804 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000804 S 008 C000804 801-69507 008 D010804 HONG KONG 008 D050804 HONG KONG, SAR 008 A000805 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B000805 S 008 C000805 801-69571 008 D010805 BOSTON 008 D020805 MA 008 D030805 02210 008 A000901 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B000901 A 008 C000901 801-7884 008 D010901 BOSTON 008 D020901 MA 008 D030901 02210 008 A000902 FMR CO., INC. (FMRC) 008 B000902 S 008 C000902 801-3447 008 D010902 BOSTON 008 D020902 MA PAGE 6 008 D030902 02210 008 A000903 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B000903 S 008 C000903 801-28773 008 D010903 BOSTON 008 D020903 MA 008 D030903 02210 008 A000904 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B000904 S 008 C000904 801-69507 008 D010904 HONG KONG 008 D050904 HONG KONG, SAR 008 A000905 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B000905 S 008 C000905 801-69571 008 D010905 BOSTON 008 D020905 MA 008 D030905 02210 008 A001001 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001001 A 008 C001001 801-7884 008 D011001 BOSTON 008 D021001 MA 008 D031001 02210 008 A001002 FMR CO., INC. (FMRC) 008 B001002 S 008 C001002 801-3447 008 D011002 BOSTON 008 D021002 MA 008 D031002 02210 008 A001003 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B001003 S 008 C001003 801-28773 008 D011003 BOSTON 008 D021003 MA 008 D031003 02210 008 A001004 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001004 S 008 C001004 801-69507 008 D011004 HONG KONG 008 D051004 HONG KONG, SAR 008 A001005 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001005 S 008 C001005 801-69571 008 D011005 BOSTON 008 D021005 MA 008 D031005 02210 008 A001101 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001101 A 008 C001101 801-7884 008 D011101 BOSTON PAGE 7 008 D021101 MA 008 D031101 02210 008 A001102 FMR CO., INC. (FMRC) 008 B001102 S 008 C001102 801-3447 008 D011102 BOSTON 008 D021102 MA 008 D031102 02210 008 A001103 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B001103 S 008 C001103 801-28773 008 D011103 BOSTON 008 D021103 MA 008 D031103 02210 008 A001104 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001104 S 008 C001104 801-69507 008 D011104 HONG KONG 008 D051104 HONG KONG, SAR 008 A001105 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001105 S 008 C001105 801-69571 008 D011105 BOSTON 008 D021105 MA 008 D031105 02210 008 A001301 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001301 A 008 C001301 801-7884 008 D011301 BOSTON 008 D021301 MA 008 D031301 02210 008 A001302 FMR CO., INC. (FMRC) 008 B001302 S 008 C001302 801-3447 008 D011302 BOSTON 008 D021302 MA 008 D031302 02210 008 A001303 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B001303 S 008 C001303 801-28773 008 D011303 BOSTON 008 D021303 MA 008 D031303 02210 008 A001304 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001304 S 008 C001304 801-69507 008 D011304 HONG KONG 008 D051304 HONG KONG, SAR 008 A001305 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001305 S 008 C001305 801-69571 PAGE 8 008 D011305 BOSTON 008 D021305 MA 008 D031305 02210 008 A001401 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001401 A 008 C001401 801-7884 008 D011401 BOSTON 008 D021401 MA 008 D031401 02210 008 A001402 FMR CO., INC. (FMRC) 008 B001402 S 008 C001402 801-3447 008 D011402 BOSTON 008 D021402 MA 008 D031402 02210 008 A001403 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B001403 S 008 C001403 801-28773 008 D011403 BOSTON 008 D021403 MA 008 D031403 02210 008 A001404 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001404 S 008 C001404 801-69507 008 D011404 HONG KONG 008 D051404 HONG KONG, SAR 008 A001405 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001405 S 008 C001405 801-69571 008 D011405 BOSTON 008 D021405 MA 008 D031405 02210 008 A001501 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001501 A 008 C001501 801-7884 008 D011501 BOSTON 008 D021501 MA 008 D031501 02210 008 A001502 FMR CO., INC. (FMRC) 008 B001502 S 008 C001502 801-3447 008 D011502 BOSTON 008 D021502 MA 008 D031502 02210 008 A001503 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B001503 S 008 C001503 801-28773 008 D011503 BOSTON 008 D021503 MA 008 D031503 02210 008 A001504 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD PAGE 9 008 B001504 S 008 C001504 801-69507 008 D011504 HONG KONG 008 D051504 HONG KONG, SAR 008 A001505 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001505 S 008 C001505 801-69571 008 D011505 BOSTON 008 D021505 MA 008 D031505 02210 008 A001601 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001601 A 008 C001601 801-7884 008 D011601 BOSTON 008 D021601 MA 008 D031601 02210 008 A001602 FMR CO., INC. (FMRC) 008 B001602 S 008 C001602 801-3447 008 D011602 BOSTON 008 D021602 MA 008 D031602 02210 008 A001603 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001603 S 008 C001603 801-69571 008 D011603 BOSTON 008 D021603 MA 008 D031603 02210 008 A001604 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001604 S 008 C001604 801-69507 008 D011604 HONG KONG 008 D051604 HONG KONG, SAR 008 A001701 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001701 A 008 C001701 801-7884 008 D011701 BOSTON 008 D021701 MA 008 D031701 02210 008 A001702 FMR CO., INC. (FMRC) 008 B001702 S 008 C001702 801-3447 008 D011702 BOSTON 008 D021702 MA 008 D031702 02210 008 A001703 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B001703 S 008 C001703 801-28773 008 D011703 BOSTON 008 D021703 MA 008 D031703 02210 PAGE 10 008 A001704 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001704 S 008 C001704 801-69507 008 D011704 HONG KONG 008 D051704 HONG KONG, SAR 008 A001705 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001705 S 008 C001705 801-69571 008 D011705 BOSTON 008 D021705 MA 008 D031705 02210 008 A001801 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001801 A 008 C001801 801-7884 008 D011801 BOSTON 008 D021801 MA 008 D031801 02210 008 A001802 FMR CO., INC. (FMRC) 008 B001802 S 008 C001802 801-3447 008 D011802 BOSTON 008 D021802 MA 008 D031802 02210 008 A001803 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B001803 S 008 C001803 801-28773 008 D011803 BOSTON 008 D021803 MA 008 D031803 02210 008 A001804 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001804 S 008 C001804 801-69507 008 D011804 HONG KONG 008 D051804 HONG KONG, SAR 008 A001805 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001805 S 008 C001805 801-69571 008 D011805 BOSTON 008 D021805 MA 008 D031805 02210 008 A001901 FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR) 008 B001901 A 008 C001901 801-7884 008 D011901 BOSTON 008 D021901 MA 008 D031901 02210 008 A001902 FMR CO., INC. (FMRC) 008 B001902 S 008 C001902 801-3447 008 D011902 BOSTON 008 D021902 MA PAGE 11 008 D031902 02210 008 A001903 FMR INVESTMENT MANAGEMENT (UK) LIMITED 008 B001903 S 008 C001903 801-28773 008 D011903 BOSTON 008 D021903 MA 008 D031903 02210 008 A001904 FIDELITY MANAGEMENT & RESEARCH (HONG KONG)LTD 008 B001904 S 008 C001904 801-69507 008 D011904 HONG KONG 008 D051904 HONG KONG, SAR 008 A001905 FIDELITY MANAGEMENT & RESEARCH (JAPAN) LTD 008 B001905 S 008 C001905 801-69571 008 D011905 BOSTON 008 D021905 MA 008 D031905 02210 011 A00AA01 FIDELITY DISTRIBUTORS CORPORATION 011 B00AA01 8-8775 011 C01AA01 SMITHFIELD 011 C02AA01 RI 011 C03AA01 02917 012 A000101 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B000101 84-1839 012 C010101 BOSTON 012 C020101 MA 012 C030101 02210 012 A000201 FIDELITY INVESTMENTS INSTIT. OPERATIONS CO. 012 B000201 84-1839 012 C010201 BOSTON 012 C020201 MA 012 C030201 02210 012 A000301 FIDELITY INVESTMENTS INSTIT. 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028 D010900 110940 028 D020900 0 028 D030900 0 028 D040900 82292 028 E010900 120733 028 E020900 111055 028 E030900 0 028 E040900 129991 028 F010900 194604 028 F020900 1 028 F030900 0 028 F040900 259982 028 G010900 851491 028 G020900 182338 028 G030900 0 028 G040900 766944 028 H000900 1646 028 A011000 115150 028 A021000 0 028 A031000 0 028 A041000 62490 028 B011000 113883 028 B021000 164477 028 B031000 0 028 B041000 54174 028 C011000 161934 028 C021000 0 028 C031000 0 028 C041000 62885 028 D011000 142434 028 D021000 0 028 D031000 0 028 D041000 66560 028 E011000 188147 028 E021000 62417 028 E031000 0 028 E041000 73398 028 F011000 324842 028 F021000 0 028 F031000 0 028 F041000 161500 028 G011000 1046390 028 G021000 226894 028 G031000 0 028 G041000 481007 028 H001000 3773 028 A011100 67606 028 A021100 0 028 A031100 0 PAGE 31 028 A041100 66317 028 B011100 33506 028 B021100 71631 028 B031100 0 028 B041100 60862 028 C011100 30180 028 C021100 0 028 C031100 0 028 C041100 63726 028 D011100 28091 028 D021100 0 028 D031100 0 028 D041100 99464 028 E011100 39284 028 E021100 44266 028 E031100 0 028 E041100 74867 028 F011100 53473 028 F021100 0 028 F031100 0 028 F041100 96233 028 G011100 252140 028 G021100 115897 028 G031100 0 028 G041100 461469 028 H001100 215 028 A011300 2915893 028 A021300 0 028 A031300 0 028 A041300 2905176 028 B011300 133120 028 B021300 404027 028 B031300 0 028 B041300 143617 028 C011300 19355 028 C021300 0 028 C031300 0 028 C041300 216791 028 D011300 28931 028 D021300 0 028 D031300 0 028 D041300 15895 028 E011300 32224 028 E021300 196544 028 E031300 0 028 E041300 74820 028 F011300 54524 028 F021300 0 028 F031300 0 028 F041300 84036 028 G011300 3184047 PAGE 32 028 G021300 600571 028 G031300 0 028 G041300 3440335 028 H001300 0 028 A011400 484369 028 A021400 0 028 A031400 0 028 A041400 482908 028 B011400 21003 028 B021400 19707 028 B031400 0 028 B041400 22526 028 C011400 3038 028 C021400 0 028 C031400 0 028 C041400 7271 028 D011400 4301 028 D021400 0 028 D031400 0 028 D041400 2616 028 E011400 4381 028 E021400 26821 028 E031400 0 028 E041400 7221 028 F011400 5887 028 F021400 0 028 F031400 0 028 F041400 6842 028 G011400 522979 028 G021400 46528 028 G031400 0 028 G041400 529384 028 H001400 0 028 A011500 681043 028 A021500 0 028 A031500 0 028 A041500 678535 028 B011500 30501 028 B021500 28485 028 B031500 0 028 B041500 32756 028 C011500 27109 028 C021500 0 028 C031500 0 028 C041500 8122 028 D011500 6490 028 D021500 0 028 D031500 0 028 D041500 3422 028 E011500 8917 028 E021500 33962 PAGE 33 028 E031500 0 028 E041500 16293 028 F011500 78729 028 F021500 0 028 F031500 0 028 F041500 10880 028 G011500 832789 028 G021500 62447 028 G031500 0 028 G041500 750008 028 H001500 0 028 A011600 3343858 028 A021600 0 028 A031600 0 028 A041600 3328779 028 B011600 149211 028 B021600 492189 028 B031600 0 028 B041600 156332 028 C011600 18420 028 C021600 0 028 C031600 0 028 C041600 184889 028 D011600 29484 028 D021600 0 028 D031600 0 028 D041600 11004 028 E011600 28010 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028 F021800 0 028 F031800 0 028 F041800 460 028 G011800 5322 028 G021800 92 028 G031800 0 028 G041800 2536 028 H001800 0 028 A011900 88284 028 A021900 0 028 A031900 0 028 A041900 2307 PAGE 35 028 B011900 3117 028 B021900 0 028 B031900 0 028 B041900 4278 028 C011900 2851 028 C021900 0 028 C031900 0 028 C041900 5108 028 D011900 40094 028 D021900 0 028 D031900 0 028 D041900 5329 028 E011900 7435 028 E021900 201 028 E031900 0 028 E041900 3231 028 F011900 100595 028 F021900 0 028 F031900 0 028 F041900 7556 028 G011900 242376 028 G021900 201 028 G031900 0 028 G041900 27809 028 H001900 0 029 000100 N 029 000200 N 029 000300 N 029 000400 N 029 000600 N 029 000800 N 029 000900 Y 029 001000 Y 029 001100 Y 029 001300 N 029 001400 N 029 001500 N 029 001600 N 029 001700 N 029 001800 N 029 001900 N 030 A000100 0 030 B000100 0.00 030 C000100 0.00 030 A000200 0 030 B000200 0.00 030 C000200 0.00 030 A000300 0 030 B000300 0.00 030 C000300 0.00 030 A000400 0 PAGE 36 030 B000400 0.00 030 C000400 0.00 030 A000600 0 030 B000600 0.00 030 C000600 0.00 030 A000800 0 030 B000800 0.00 030 C000800 0.00 030 A000900 69 030 B000900 4.00 030 C000900 0.00 030 A001000 213 030 B001000 5.75 030 C001000 0.00 030 A001100 10 030 B001100 5.75 030 C001100 0.00 030 A001300 0 030 B001300 0.00 030 C001300 0.00 030 A001400 0 030 B001400 0.00 030 C001400 0.00 030 A001500 0 030 B001500 0.00 030 C001500 0.00 030 A001600 0 030 B001600 0.00 030 C001600 0.00 030 A001700 0 030 B001700 0.00 030 C001700 0.00 030 A001800 0 030 B001800 0.00 030 C001800 0.00 030 A001900 0 030 B001900 0.00 030 C001900 0.00 031 A000100 0 031 B000100 0 031 A000200 0 031 B000200 0 031 A000300 0 031 B000300 0 031 A000400 0 031 B000400 0 031 A000600 0 031 B000600 0 031 A000800 0 031 B000800 0 031 A000900 16 PAGE 37 031 B000900 0 031 A001000 98 031 B001000 0 031 A001100 3 031 B001100 0 031 A001300 0 031 B001300 0 031 A001400 0 031 B001400 0 031 A001500 0 031 B001500 0 031 A001600 0 031 B001600 0 031 A001700 0 031 B001700 0 031 A001800 0 031 B001800 0 031 A001900 0 031 B001900 0 032 000100 0 032 000200 0 032 000300 0 032 000400 0 032 000600 0 032 000800 0 032 000900 53 032 001000 115 032 001100 8 032 001300 0 032 001400 0 032 001500 0 032 001600 0 032 001700 0 032 001800 0 032 001900 0 033 000100 0 033 000200 0 033 000300 0 033 000400 0 033 000600 0 033 000800 0 033 000900 0 033 001000 0 033 001100 0 033 001300 0 033 001400 0 033 001500 0 033 001600 0 033 001700 0 033 001800 0 033 001900 0 PAGE 38 034 000100 N 034 000200 N 034 000300 N 034 000400 N 034 000600 N 034 000800 N 034 000900 Y 034 001000 Y 034 001100 Y 034 001300 N 034 001400 N 034 001500 N 034 001600 N 034 001700 N 034 001800 N 034 001900 N 035 000100 0 035 000200 0 035 000300 0 035 000400 0 035 000600 0 035 000800 0 035 000900 19 035 001000 5 035 001100 0 035 001300 0 035 001400 0 035 001500 0 035 001600 0 035 001700 0 035 001800 0 035 001900 0 036 B000100 0 036 B000200 0 036 B000300 0 036 B000400 0 036 B000600 0 036 B000800 0 036 A000900 N 036 B000900 0 036 A001000 N 036 B001000 0 036 A001100 N 036 B001100 0 036 B001300 0 036 B001400 0 036 B001500 0 036 B001600 0 036 B001700 0 036 B001800 0 036 B001900 0 PAGE 39 037 000100 N 037 000200 N 037 000300 N 037 000400 N 037 000600 Y 037 000800 N 037 000900 Y 037 001000 Y 037 001100 Y 037 001300 N 037 001400 N 037 001500 N 037 001600 N 037 001700 N 037 001800 N 037 001900 N 038 000100 0 038 000200 0 038 000300 0 038 000400 0 038 000600 0 038 000800 0 038 000900 107 038 001000 0 038 001100 89 038 001300 0 038 001400 0 038 001500 0 038 001600 0 038 001700 0 038 001800 0 038 001900 0 039 000100 N 039 000200 N 039 000300 N 039 000400 N 039 000600 N 039 000800 N 039 000900 N 039 001000 N 039 001100 N 039 001300 N 039 001400 N 039 001500 N 039 001600 N 039 001700 N 039 001800 N 039 001900 N 040 000100 Y 040 000200 Y 040 000300 Y PAGE 40 040 000400 Y 040 000600 Y 040 000800 Y 040 000900 Y 040 001000 Y 040 001100 Y 040 001300 Y 040 001400 Y 040 001500 Y 040 001600 Y 040 001700 Y 040 001800 Y 040 001900 Y 041 000100 N 041 000200 N 041 000300 N 041 000400 N 041 000600 N 041 000800 N 041 000900 Y 041 001000 N 041 001100 Y 041 001300 N 041 001400 N 041 001500 N 041 001600 N 041 001700 N 041 001800 N 041 001900 N 042 A000100 0 042 B000100 0 042 C000100 0 042 D000100 0 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 0 042 A000200 0 042 B000200 0 042 C000200 0 042 D000200 0 042 E000200 0 042 F000200 0 042 G000200 0 042 H000200 0 042 A000300 0 042 B000300 0 042 C000300 0 042 D000300 0 042 E000300 0 042 F000300 0 PAGE 41 042 G000300 0 042 H000300 0 042 A000400 0 042 B000400 0 042 C000400 0 042 D000400 0 042 E000400 0 042 F000400 0 042 G000400 0 042 H000400 0 042 A000600 0 042 B000600 0 042 C000600 0 042 D000600 0 042 E000600 0 042 F000600 0 042 G000600 0 042 H000600 0 042 A000800 0 042 B000800 0 042 C000800 0 042 D000800 0 042 E000800 0 042 F000800 0 042 G000800 0 042 H000800 0 042 A000900 0 042 B000900 0 042 C000900 100 042 D000900 0 042 E000900 0 042 F000900 0 042 G000900 0 042 H000900 0 042 A001000 0 042 B001000 0 042 C001000 0 042 D001000 0 042 E001000 0 042 F001000 0 042 G001000 0 042 H001000 0 042 A001100 0 042 B001100 0 042 C001100 100 042 D001100 0 042 E001100 0 042 F001100 0 042 G001100 0 042 H001100 0 042 A001300 0 PAGE 42 042 B001300 0 042 C001300 0 042 D001300 0 042 E001300 0 042 F001300 0 042 G001300 0 042 H001300 0 042 A001400 0 042 B001400 0 042 C001400 0 042 D001400 0 042 E001400 0 042 F001400 0 042 G001400 0 042 H001400 0 042 A001500 0 042 B001500 0 042 C001500 0 042 D001500 0 042 E001500 0 042 F001500 0 042 G001500 0 042 H001500 0 042 A001600 0 042 B001600 0 042 C001600 0 042 D001600 0 042 E001600 0 042 F001600 0 042 G001600 0 042 H001600 0 042 A001700 0 042 B001700 0 042 C001700 0 042 D001700 0 042 E001700 0 042 F001700 0 042 G001700 0 042 H001700 0 042 A001800 0 042 B001800 0 042 C001800 0 042 D001800 0 042 E001800 0 042 F001800 0 042 G001800 0 042 H001800 0 042 A001900 0 042 B001900 0 042 C001900 0 042 D001900 0 PAGE 43 042 E001900 0 042 F001900 0 042 G001900 0 042 H001900 0 043 000100 0 043 000200 0 043 000300 0 043 000400 0 043 000600 0 043 000800 0 043 000900 1909 043 001000 0 043 001100 668 043 001300 0 043 001400 0 043 001500 0 043 001600 0 043 001700 0 043 001800 0 043 001900 0 044 000100 13 044 000200 1 044 000300 27 044 000400 4 044 000600 2 044 000800 0 044 000900 753 044 001000 249 044 001100 223 044 001300 0 044 001400 0 044 001500 0 044 001600 0 044 001700 0 044 001800 0 044 001900 0 045 000100 Y 045 000200 Y 045 000300 Y 045 000400 Y 045 000600 Y 045 000800 Y 045 000900 Y 045 001000 Y 045 001100 Y 045 001300 Y 045 001400 Y 045 001500 Y 045 001600 Y 045 001700 Y 045 001800 Y PAGE 44 045 001900 Y 046 000100 N 046 000200 N 046 000300 N 046 000400 N 046 000600 N 046 000800 N 046 000900 N 046 001000 N 046 001100 N 046 001300 N 046 001400 N 046 001500 N 046 001600 N 046 001700 N 046 001800 N 046 001900 N 047 000100 N 047 000200 N 047 000300 N 047 000400 N 047 000600 N 047 000800 N 047 000900 N 047 001000 N 047 001100 N 047 001300 N 047 001400 N 047 001500 N 047 001600 N 047 001700 Y 047 001800 N 047 001900 Y 048 000100 0.000 048 A010100 0 048 A020100 0.000 048 B010100 0 048 B020100 0.000 048 C010100 0 048 C020100 0.000 048 D010100 0 048 D020100 0.000 048 E010100 0 048 E020100 0.000 048 F010100 0 048 F020100 0.000 048 G010100 0 048 G020100 0.000 048 H010100 0 048 H020100 0.000 048 I010100 0 PAGE 45 048 I020100 0.000 048 J010100 0 048 J020100 0.000 048 K010100 0 048 K020100 0.000 048 000200 0.000 048 A010200 0 048 A020200 0.000 048 B010200 0 048 B020200 0.000 048 C010200 0 048 C020200 0.000 048 D010200 0 048 D020200 0.000 048 E010200 0 048 E020200 0.000 048 F010200 0 048 F020200 0.000 048 G010200 0 048 G020200 0.000 048 H010200 0 048 H020200 0.000 048 I010200 0 048 I020200 0.000 048 J010200 0 048 J020200 0.000 048 K010200 0 048 K020200 0.000 048 000300 0.000 048 A010300 0 048 A020300 0.000 048 B010300 0 048 B020300 0.000 048 C010300 0 048 C020300 0.000 048 D010300 0 048 D020300 0.000 048 E010300 0 048 E020300 0.000 048 F010300 0 048 F020300 0.000 048 G010300 0 048 G020300 0.000 048 H010300 0 048 H020300 0.000 048 I010300 0 048 I020300 0.000 048 J010300 0 048 J020300 0.000 048 K010300 0 048 K020300 0.000 PAGE 46 048 000400 0.000 048 A010400 0 048 A020400 0.000 048 B010400 0 048 B020400 0.000 048 C010400 0 048 C020400 0.000 048 D010400 0 048 D020400 0.000 048 E010400 0 048 E020400 0.000 048 F010400 0 048 F020400 0.000 048 G010400 0 048 G020400 0.000 048 H010400 0 048 H020400 0.000 048 I010400 0 048 I020400 0.000 048 J010400 0 048 J020400 0.000 048 K010400 0 048 K020400 0.000 048 000600 0.000 048 A010600 0 048 A020600 0.000 048 B010600 0 048 B020600 0.000 048 C010600 0 048 C020600 0.000 048 D010600 0 048 D020600 0.000 048 E010600 0 048 E020600 0.000 048 F010600 0 048 F020600 0.000 048 G010600 0 048 G020600 0.000 048 H010600 0 048 H020600 0.000 048 I010600 0 048 I020600 0.000 048 J010600 0 048 J020600 0.000 048 K010600 0 048 K020600 0.000 048 000800 0.000 048 A010800 0 048 A020800 0.000 048 B010800 0 048 B020800 0.000 PAGE 47 048 C010800 0 048 C020800 0.000 048 D010800 0 048 D020800 0.000 048 E010800 0 048 E020800 0.000 048 F010800 0 048 F020800 0.000 048 G010800 0 048 G020800 0.000 048 H010800 0 048 H020800 0.000 048 I010800 0 048 I020800 0.000 048 J010800 0 048 J020800 0.000 048 K010800 0 048 K020800 0.000 048 000900 0.000 048 A010900 0 048 A020900 0.000 048 B010900 0 048 B020900 0.000 048 C010900 0 048 C020900 0.000 048 D010900 0 048 D020900 0.000 048 E010900 0 048 E020900 0.000 048 F010900 0 048 F020900 0.000 048 G010900 0 048 G020900 0.000 048 H010900 0 048 H020900 0.000 048 I010900 0 048 I020900 0.000 048 J010900 0 048 J020900 0.000 048 K010900 0 048 K020900 0.000 048 001000 0.000 048 A011000 0 048 A021000 0.000 048 B011000 0 048 B021000 0.000 048 C011000 0 048 C021000 0.000 048 D011000 0 048 D021000 0.000 048 E011000 0 PAGE 48 048 E021000 0.000 048 F011000 0 048 F021000 0.000 048 G011000 0 048 G021000 0.000 048 H011000 0 048 H021000 0.000 048 I011000 0 048 I021000 0.000 048 J011000 0 048 J021000 0.000 048 K011000 0 048 K021000 0.000 048 001100 0.000 048 A011100 0 048 A021100 0.000 048 B011100 0 048 B021100 0.000 048 C011100 0 048 C021100 0.000 048 D011100 0 048 D021100 0.000 048 E011100 0 048 E021100 0.000 048 F011100 0 048 F021100 0.000 048 G011100 0 048 G021100 0.000 048 H011100 0 048 H021100 0.000 048 I011100 0 048 I021100 0.000 048 J011100 0 048 J021100 0.000 048 K011100 0 048 K021100 0.000 048 001300 0.000 048 A011300 0 048 A021300 0.000 048 B011300 0 048 B021300 0.000 048 C011300 0 048 C021300 0.000 048 D011300 0 048 D021300 0.000 048 E011300 0 048 E021300 0.000 048 F011300 0 048 F021300 0.000 048 G011300 0 048 G021300 0.000 PAGE 49 048 H011300 0 048 H021300 0.000 048 I011300 0 048 I021300 0.000 048 J011300 0 048 J021300 0.000 048 K011300 0 048 K021300 0.000 048 001400 0.000 048 A011400 0 048 A021400 0.000 048 B011400 0 048 B021400 0.000 048 C011400 0 048 C021400 0.000 048 D011400 0 048 D021400 0.000 048 E011400 0 048 E021400 0.000 048 F011400 0 048 F021400 0.000 048 G011400 0 048 G021400 0.000 048 H011400 0 048 H021400 0.000 048 I011400 0 048 I021400 0.000 048 J011400 0 048 J021400 0.000 048 K011400 0 048 K021400 0.000 048 001500 0.000 048 A011500 0 048 A021500 0.000 048 B011500 0 048 B021500 0.000 048 C011500 0 048 C021500 0.000 048 D011500 0 048 D021500 0.000 048 E011500 0 048 E021500 0.000 048 F011500 0 048 F021500 0.000 048 G011500 0 048 G021500 0.000 048 H011500 0 048 H021500 0.000 048 I011500 0 048 I021500 0.000 048 J011500 0 PAGE 50 048 J021500 0.000 048 K011500 0 048 K021500 0.000 048 001600 0.000 048 A011600 0 048 A021600 0.000 048 B011600 0 048 B021600 0.000 048 C011600 0 048 C021600 0.000 048 D011600 0 048 D021600 0.000 048 E011600 0 048 E021600 0.000 048 F011600 0 048 F021600 0.000 048 G011600 0 048 G021600 0.000 048 H011600 0 048 H021600 0.000 048 I011600 0 048 I021600 0.000 048 J011600 0 048 J021600 0.000 048 K011600 0 048 K021600 0.000 048 001700 0.450 048 A011700 0 048 A021700 0.000 048 B011700 0 048 B021700 0.000 048 C011700 0 048 C021700 0.000 048 D011700 0 048 D021700 0.000 048 E011700 0 048 E021700 0.000 048 F011700 0 048 F021700 0.000 048 G011700 0 048 G021700 0.000 048 H011700 0 048 H021700 0.000 048 I011700 0 048 I021700 0.000 048 J011700 0 048 J021700 0.000 048 K011700 0 048 K021700 0.000 048 001800 0.000 048 A011800 0 PAGE 51 048 A021800 0.000 048 B011800 0 048 B021800 0.000 048 C011800 0 048 C021800 0.000 048 D011800 0 048 D021800 0.000 048 E011800 0 048 E021800 0.000 048 F011800 0 048 F021800 0.000 048 G011800 0 048 G021800 0.000 048 H011800 0 048 H021800 0.000 048 I011800 0 048 I021800 0.000 048 J011800 0 048 J021800 0.000 048 K011800 0 048 K021800 0.000 048 001900 0.600 048 A011900 0 048 A021900 0.000 048 B011900 0 048 B021900 0.000 048 C011900 0 048 C021900 0.000 048 D011900 0 048 D021900 0.000 048 E011900 0 048 E021900 0.000 048 F011900 0 048 F021900 0.000 048 G011900 0 048 G021900 0.000 048 H011900 0 048 H021900 0.000 048 I011900 0 048 I021900 0.000 048 J011900 0 048 J021900 0.000 048 K011900 0 048 K021900 0.000 049 000100 N 049 000200 N 049 000300 N 049 000400 N 049 000600 N 049 000800 N 049 000900 N PAGE 52 049 001000 N 049 001100 N 049 001300 N 049 001400 N 049 001500 N 049 001600 N 049 001700 N 049 001800 N 049 001900 N 050 000100 N 050 000200 N 050 000300 N 050 000400 N 050 000600 N 050 000800 N 050 000900 N 050 001000 N 050 001100 N 050 001300 N 050 001400 N 050 001500 N 050 001600 N 050 001700 N 050 001800 N 050 001900 N 051 000100 Y 051 000200 N 051 000300 Y 051 000400 Y 051 000600 N 051 000800 Y 051 000900 N 051 001000 Y 051 001100 Y 051 001300 N 051 001400 N 051 001500 N 051 001600 N 051 001700 N 051 001800 N 051 001900 N 052 000100 Y 052 000200 Y 052 000300 Y 052 000400 Y 052 000600 Y 052 000800 Y 052 000900 Y 052 001000 Y 052 001100 Y 052 001300 N PAGE 53 052 001400 N 052 001500 N 052 001600 N 052 001700 N 052 001800 N 052 001900 N 053 A000100 Y 053 B000100 Y 053 C000100 N 053 A000200 Y 053 B000200 Y 053 C000200 N 053 A000300 Y 053 B000300 Y 053 C000300 N 053 A000400 Y 053 B000400 Y 053 C000400 N 053 A000600 Y 053 B000600 Y 053 C000600 N 053 A000800 Y 053 B000800 Y 053 C000800 N 053 A000900 Y 053 B000900 Y 053 C000900 N 053 A001000 Y 053 B001000 Y 053 C001000 N 053 A001100 Y 053 B001100 Y 053 C001100 N 053 A001300 Y 053 B001300 Y 053 C001300 N 053 A001400 Y 053 B001400 Y 053 C001400 N 053 A001500 N 053 A001600 Y 053 B001600 Y 053 C001600 N 053 A001700 N 053 A001800 N 053 A001900 N 054 A000100 Y 054 B000100 Y 054 C000100 N 054 D000100 N 054 E000100 N PAGE 54 054 F000100 N 054 G000100 Y 054 H000100 Y 054 I000100 N 054 J000100 Y 054 K000100 Y 054 L000100 N 054 M000100 Y 054 N000100 Y 054 O000100 Y 054 A000200 Y 054 B000200 Y 054 C000200 N 054 D000200 N 054 E000200 N 054 F000200 N 054 G000200 Y 054 H000200 Y 054 I000200 N 054 J000200 Y 054 K000200 Y 054 L000200 N 054 M000200 Y 054 N000200 Y 054 O000200 Y 054 A000300 Y 054 B000300 Y 054 C000300 N 054 D000300 N 054 E000300 N 054 F000300 N 054 G000300 Y 054 H000300 Y 054 I000300 N 054 J000300 Y 054 K000300 Y 054 L000300 N 054 M000300 Y 054 N000300 Y 054 O000300 Y 054 A000400 Y 054 B000400 Y 054 C000400 N 054 D000400 N 054 E000400 N 054 F000400 N 054 G000400 Y 054 H000400 Y 054 I000400 N 054 J000400 Y 054 K000400 Y PAGE 55 054 L000400 N 054 M000400 Y 054 N000400 Y 054 O000400 Y 054 A000600 Y 054 B000600 Y 054 C000600 Y 054 D000600 Y 054 E000600 Y 054 F000600 Y 054 G000600 Y 054 H000600 Y 054 I000600 N 054 J000600 Y 054 K000600 Y 054 L000600 Y 054 M000600 Y 054 N000600 Y 054 O000600 Y 054 A000800 Y 054 B000800 Y 054 C000800 N 054 D000800 N 054 E000800 N 054 F000800 N 054 G000800 Y 054 H000800 Y 054 I000800 N 054 J000800 Y 054 K000800 Y 054 L000800 N 054 M000800 Y 054 N000800 Y 054 O000800 Y 054 A000900 Y 054 B000900 Y 054 C000900 N 054 D000900 N 054 E000900 N 054 F000900 N 054 G000900 Y 054 H000900 Y 054 I000900 N 054 J000900 Y 054 K000900 Y 054 L000900 N 054 M000900 Y 054 N000900 Y 054 O000900 Y 054 A001000 Y 054 B001000 Y PAGE 56 054 C001000 N 054 D001000 N 054 E001000 N 054 F001000 N 054 G001000 Y 054 H001000 Y 054 I001000 N 054 J001000 Y 054 K001000 Y 054 L001000 N 054 M001000 Y 054 N001000 Y 054 O001000 Y 054 A001100 Y 054 B001100 Y 054 C001100 N 054 D001100 N 054 E001100 N 054 F001100 N 054 G001100 Y 054 H001100 Y 054 I001100 N 054 J001100 Y 054 K001100 Y 054 L001100 N 054 M001100 Y 054 N001100 Y 054 O001100 Y 054 A001300 Y 054 B001300 Y 054 C001300 Y 054 D001300 Y 054 E001300 Y 054 F001300 Y 054 G001300 Y 054 H001300 Y 054 I001300 N 054 J001300 Y 054 K001300 Y 054 L001300 Y 054 M001300 Y 054 N001300 Y 054 O001300 Y 054 A001400 Y 054 B001400 Y 054 C001400 Y 054 D001400 Y 054 E001400 Y 054 F001400 Y 054 G001400 Y 054 H001400 Y PAGE 57 054 I001400 N 054 J001400 Y 054 K001400 Y 054 L001400 Y 054 M001400 Y 054 N001400 Y 054 O001400 Y 054 A001500 Y 054 B001500 Y 054 C001500 Y 054 D001500 Y 054 E001500 Y 054 F001500 Y 054 G001500 Y 054 H001500 Y 054 I001500 N 054 J001500 Y 054 K001500 Y 054 L001500 Y 054 M001500 Y 054 N001500 Y 054 O001500 Y 054 A001600 Y 054 B001600 Y 054 C001600 Y 054 D001600 Y 054 E001600 Y 054 F001600 Y 054 G001600 Y 054 H001600 Y 054 I001600 N 054 J001600 Y 054 K001600 Y 054 L001600 Y 054 M001600 Y 054 N001600 Y 054 O001600 Y 054 A001700 Y 054 B001700 Y 054 C001700 Y 054 D001700 Y 054 E001700 Y 054 F001700 Y 054 G001700 Y 054 H001700 Y 054 I001700 N 054 J001700 Y 054 K001700 Y 054 L001700 Y 054 M001700 Y 054 N001700 Y PAGE 58 054 O001700 Y 054 A001800 Y 054 B001800 Y 054 C001800 Y 054 D001800 Y 054 E001800 Y 054 F001800 Y 054 G001800 Y 054 H001800 Y 054 I001800 N 054 J001800 Y 054 K001800 Y 054 L001800 Y 054 M001800 Y 054 N001800 Y 054 O001800 Y 054 A001900 Y 054 B001900 Y 054 C001900 Y 054 D001900 Y 054 E001900 Y 054 F001900 Y 054 G001900 Y 054 H001900 Y 054 I001900 N 054 J001900 Y 054 K001900 Y 054 L001900 Y 054 M001900 Y 054 N001900 Y 054 O001900 Y 055 A000100 N 055 B000100 N 055 A000200 N 055 B000200 N 055 A000300 N 055 B000300 N 055 A000400 N 055 B000400 N 055 A000600 N 055 B000600 N 055 A000800 N 055 B000800 N 055 A000900 N 055 B000900 N 055 A001000 N 055 B001000 N 055 A001100 N 055 B001100 N 055 A001300 N 055 B001300 N PAGE 59 055 A001400 N 055 B001400 N 055 A001500 N 055 B001500 N 055 A001600 N 055 B001600 N 055 A001700 N 055 B001700 N 055 A001800 Y 055 B001800 N 055 A001900 N 055 B001900 N 056 000100 Y 056 000200 Y 056 000300 Y 056 000400 Y 056 000600 Y 056 000800 Y 056 000900 Y 056 001000 Y 056 001100 Y 056 001300 Y 056 001400 Y 056 001500 Y 056 001600 Y 056 001700 Y 056 001800 Y 056 001900 Y 057 000100 N 057 000200 N 057 000300 N 057 000400 N 057 000600 N 057 000800 N 057 000900 N 057 001000 N 057 001100 N 057 001300 N 057 001400 N 057 001500 N 057 001600 N 057 001700 N 057 001800 N 057 001900 N 058 A000100 N 058 A000200 N 058 A000300 N 058 A000400 N 058 A000600 N 058 A000800 N 058 A000900 N PAGE 60 058 A001000 N 058 A001100 N 058 A001300 N 058 A001400 N 058 A001500 N 058 A001600 N 058 A001700 N 058 A001800 N 058 A001900 N 059 000100 Y 059 000200 Y 059 000300 Y 059 000400 Y 059 000600 Y 059 000800 Y 059 000900 Y 059 001000 Y 059 001100 Y 059 001300 Y 059 001400 Y 059 001500 Y 059 001600 Y 059 001700 Y 059 001800 Y 059 001900 Y 060 A000100 N 060 B000100 N 060 A000200 Y 060 B000200 Y 060 A000300 Y 060 B000300 Y 060 A000400 Y 060 B000400 Y 060 A000600 Y 060 B000600 Y 060 A000800 Y 060 B000800 Y 060 A000900 Y 060 B000900 Y 060 A001000 Y 060 B001000 Y 060 A001100 Y 060 B001100 Y 060 A001300 Y 060 B001300 Y 060 A001400 Y 060 B001400 Y 060 A001500 N 060 B001500 N 060 A001600 Y 060 B001600 Y PAGE 61 060 A001700 Y 060 B001700 Y 060 A001800 Y 060 B001800 Y 060 A001900 Y 060 B001900 Y 061 000100 2500 061 000200 2500 061 000300 2500 061 000400 2500 061 000600 10000 061 000800 2500 061 000900 2500 061 001000 2500 061 001100 2500 061 001300 0 061 001400 0 061 001500 0 061 001600 0 061 001700 0 061 001800 0 061 001900 0 062 A000100 N 062 B000100 0.0 062 C000100 0.0 062 D000100 0.0 062 E000100 0.0 062 F000100 0.0 062 G000100 0.0 062 H000100 0.0 062 I000100 0.0 062 J000100 0.0 062 K000100 0.0 062 L000100 0.0 062 M000100 0.0 062 N000100 0.0 062 O000100 0.0 062 P000100 0.0 062 Q000100 0.0 062 R000100 0.0 062 A000200 N 062 B000200 0.0 062 C000200 0.0 062 D000200 0.0 062 E000200 0.0 062 F000200 0.0 062 G000200 0.0 062 H000200 0.0 062 I000200 0.0 062 J000200 0.0 062 K000200 0.0 PAGE 62 062 L000200 0.0 062 M000200 0.0 062 N000200 0.0 062 O000200 0.0 062 P000200 0.0 062 Q000200 0.0 062 R000200 0.0 062 A000300 N 062 B000300 0.0 062 C000300 0.0 062 D000300 0.0 062 E000300 0.0 062 F000300 0.0 062 G000300 0.0 062 H000300 0.0 062 I000300 0.0 062 J000300 0.0 062 K000300 0.0 062 L000300 0.0 062 M000300 0.0 062 N000300 0.0 062 O000300 0.0 062 P000300 0.0 062 Q000300 0.0 062 R000300 0.0 062 A000400 N 062 B000400 0.0 062 C000400 0.0 062 D000400 0.0 062 E000400 0.0 062 F000400 0.0 062 G000400 0.0 062 H000400 0.0 062 I000400 0.0 062 J000400 0.0 062 K000400 0.0 062 L000400 0.0 062 M000400 0.0 062 N000400 0.0 062 O000400 0.0 062 P000400 0.0 062 Q000400 0.0 062 R000400 0.0 062 A000600 N 062 B000600 0.0 062 C000600 0.0 062 D000600 0.0 062 E000600 0.0 062 F000600 0.0 062 G000600 0.0 062 H000600 0.0 PAGE 63 062 I000600 0.0 062 J000600 0.0 062 K000600 0.0 062 L000600 0.0 062 M000600 0.0 062 N000600 0.0 062 O000600 0.0 062 P000600 0.0 062 Q000600 0.0 062 R000600 0.0 062 A000800 N 062 B000800 0.0 062 C000800 0.0 062 D000800 0.0 062 E000800 0.0 062 F000800 0.0 062 G000800 0.0 062 H000800 0.0 062 I000800 0.0 062 J000800 0.0 062 K000800 0.0 062 L000800 0.0 062 M000800 0.0 062 N000800 0.0 062 O000800 0.0 062 P000800 0.0 062 Q000800 0.0 062 R000800 0.0 062 A000900 N 062 B000900 0.0 062 C000900 0.0 062 D000900 0.0 062 E000900 0.0 062 F000900 0.0 062 G000900 0.0 062 H000900 0.0 062 I000900 0.0 062 J000900 0.0 062 K000900 0.0 062 L000900 0.0 062 M000900 0.0 062 N000900 0.0 062 O000900 0.0 062 P000900 0.0 062 Q000900 0.0 062 R000900 0.0 062 A001000 N 062 B001000 0.0 062 C001000 0.0 062 D001000 0.0 062 E001000 0.0 PAGE 64 062 F001000 0.0 062 G001000 0.0 062 H001000 0.0 062 I001000 0.0 062 J001000 0.0 062 K001000 0.0 062 L001000 0.0 062 M001000 0.0 062 N001000 0.0 062 O001000 0.0 062 P001000 0.0 062 Q001000 0.0 062 R001000 0.0 062 A001100 N 062 B001100 0.0 062 C001100 0.0 062 D001100 0.0 062 E001100 0.0 062 F001100 0.0 062 G001100 0.0 062 H001100 0.0 062 I001100 0.0 062 J001100 0.0 062 K001100 0.0 062 L001100 0.0 062 M001100 0.0 062 N001100 0.0 062 O001100 0.0 062 P001100 0.0 062 Q001100 0.0 062 R001100 0.0 062 A001300 N 062 B001300 0.0 062 C001300 0.0 062 D001300 0.0 062 E001300 0.0 062 F001300 0.0 062 G001300 0.0 062 H001300 0.0 062 I001300 0.0 062 J001300 0.0 062 K001300 0.0 062 L001300 0.0 062 M001300 0.0 062 N001300 0.0 062 O001300 0.0 062 P001300 0.0 062 Q001300 0.0 062 R001300 0.0 062 A001400 N 062 B001400 0.0 PAGE 65 062 C001400 0.0 062 D001400 0.0 062 E001400 0.0 062 F001400 0.0 062 G001400 0.0 062 H001400 0.0 062 I001400 0.0 062 J001400 0.0 062 K001400 0.0 062 L001400 0.0 062 M001400 0.0 062 N001400 0.0 062 O001400 0.0 062 P001400 0.0 062 Q001400 0.0 062 R001400 0.0 062 A001500 N 062 B001500 0.0 062 C001500 0.0 062 D001500 0.0 062 E001500 0.0 062 F001500 0.0 062 G001500 0.0 062 H001500 0.0 062 I001500 0.0 062 J001500 0.0 062 K001500 0.0 062 L001500 0.0 062 M001500 0.0 062 N001500 0.0 062 O001500 0.0 062 P001500 0.0 062 Q001500 0.0 062 R001500 0.0 062 A001600 N 062 B001600 0.0 062 C001600 0.0 062 D001600 0.0 062 E001600 0.0 062 F001600 0.0 062 G001600 0.0 062 H001600 0.0 062 I001600 0.0 062 J001600 0.0 062 K001600 0.0 062 L001600 0.0 062 M001600 0.0 062 N001600 0.0 062 O001600 0.0 062 P001600 0.0 062 Q001600 0.0 PAGE 66 062 R001600 0.0 062 A001700 N 062 B001700 0.0 062 C001700 0.0 062 D001700 0.0 062 E001700 0.0 062 F001700 0.0 062 G001700 0.0 062 H001700 0.0 062 I001700 0.0 062 J001700 0.0 062 K001700 0.0 062 L001700 0.0 062 M001700 0.0 062 N001700 0.0 062 O001700 0.0 062 P001700 0.0 062 Q001700 0.0 062 R001700 0.0 062 A001800 N 062 B001800 0.0 062 C001800 0.0 062 D001800 0.0 062 E001800 0.0 062 F001800 0.0 062 G001800 0.0 062 H001800 0.0 062 I001800 0.0 062 J001800 0.0 062 K001800 0.0 062 L001800 0.0 062 M001800 0.0 062 N001800 0.0 062 O001800 0.0 062 P001800 0.0 062 Q001800 0.0 062 R001800 0.0 062 A001900 N 062 B001900 0.0 062 C001900 0.0 062 D001900 0.0 062 E001900 0.0 062 F001900 0.0 062 G001900 0.0 062 H001900 0.0 062 I001900 0.0 062 J001900 0.0 062 K001900 0.0 062 L001900 0.0 062 M001900 0.0 062 N001900 0.0 PAGE 67 062 O001900 0.0 062 P001900 0.0 062 Q001900 0.0 062 R001900 0.0 063 A000100 0 063 B000100 0.0 063 A000200 0 063 B000200 0.0 063 A000300 0 063 B000300 0.0 063 A000400 0 063 B000400 0.0 063 A000600 0 063 B000600 0.0 063 A000800 0 063 B000800 0.0 063 A000900 0 063 B000900 0.0 063 A001000 0 063 B001000 0.0 063 A001100 0 063 B001100 0.0 063 A001300 0 063 B001300 0.0 063 A001400 0 063 B001400 0.0 063 A001500 0 063 B001500 0.0 063 A001600 0 063 B001600 0.0 063 A001700 0 063 B001700 0.0 063 A001800 0 063 B001800 0.0 063 A001900 0 063 B001900 0.0 066 A000100 Y 066 B000100 N 066 C000100 Y 066 D000100 N 066 E000100 N 066 F000100 N 066 G000100 N 066 A000200 Y 066 B000200 N 066 C000200 N 066 D000200 N 066 E000200 Y 066 F000200 N 066 G000200 N 066 A000300 Y PAGE 68 066 B000300 N 066 C000300 N 066 D000300 Y 066 E000300 N 066 F000300 N 066 G000300 N 066 A000400 Y 066 B000400 N 066 C000400 Y 066 D000400 N 066 E000400 N 066 F000400 N 066 G000400 N 066 A000600 Y 066 B000600 N 066 C000600 Y 066 D000600 N 066 E000600 N 066 F000600 N 066 G000600 N 066 A000800 Y 066 B000800 N 066 C000800 Y 066 D000800 N 066 E000800 N 066 F000800 N 066 G000800 N 066 A000900 Y 066 B000900 N 066 C000900 N 066 D000900 N 066 E000900 Y 066 F000900 N 066 G000900 N 066 A001000 Y 066 B001000 N 066 C001000 Y 066 D001000 N 066 E001000 N 066 F001000 N 066 G001000 N 066 A001100 Y 066 B001100 N 066 C001100 Y 066 D001100 N 066 E001100 N 066 F001100 N 066 G001100 N 066 A001300 Y 066 B001300 N 066 C001300 Y PAGE 69 066 D001300 N 066 E001300 N 066 F001300 N 066 G001300 N 066 A001400 Y 066 B001400 N 066 C001400 N 066 D001400 N 066 E001400 Y 066 F001400 N 066 G001400 N 066 A001500 Y 066 B001500 N 066 C001500 N 066 D001500 N 066 E001500 Y 066 F001500 N 066 G001500 N 066 A001600 Y 066 B001600 N 066 C001600 N 066 D001600 Y 066 E001600 N 066 F001600 N 066 G001600 N 066 A001700 Y 066 B001700 N 066 C001700 N 066 D001700 Y 066 E001700 N 066 F001700 N 066 G001700 N 066 A001800 Y 066 B001800 N 066 C001800 N 066 D001800 Y 066 E001800 N 066 F001800 N 066 G001800 N 066 A001900 Y 066 B001900 N 066 C001900 Y 066 D001900 N 066 E001900 N 066 F001900 N 066 G001900 N 067 000100 N 067 000200 N 067 000300 N 067 000400 N 067 000600 N PAGE 70 067 000800 N 067 000900 N 067 001000 N 067 001100 N 067 001300 N 067 001400 N 067 001500 N 067 001600 N 067 001700 N 067 001800 N 067 001900 N 068 A000100 N 068 B000100 N 068 A000200 N 068 B000200 N 068 A000300 N 068 B000300 N 068 A000400 N 068 B000400 N 068 A000600 N 068 B000600 N 068 A000800 N 068 B000800 N 068 A000900 N 068 B000900 N 068 A001000 N 068 B001000 N 068 A001100 N 068 B001100 N 068 A001300 N 068 B001300 N 068 A001400 N 068 B001400 N 068 A001500 N 068 B001500 N 068 A001600 N 068 B001600 N 068 A001700 N 068 B001700 N 068 A001800 N 068 B001800 N 068 A001900 N 068 B001900 N 069 000100 N 069 000200 N 069 000300 N 069 000400 N 069 000600 N 069 000800 N 069 000900 N 069 001000 N PAGE 71 069 001100 N 069 001300 N 069 001400 N 069 001500 N 069 001600 N 069 001700 N 069 001800 N 069 001900 N 070 A010100 Y 070 A020100 N 070 B010100 Y 070 B020100 N 070 C010100 Y 070 C020100 N 070 D010100 Y 070 D020100 N 070 E010100 Y 070 E020100 N 070 F010100 Y 070 F020100 N 070 G010100 Y 070 G020100 N 070 H010100 Y 070 H020100 N 070 I010100 Y 070 I020100 N 070 J010100 Y 070 J020100 Y 070 K010100 Y 070 K020100 Y 070 L010100 Y 070 L020100 Y 070 M010100 Y 070 M020100 Y 070 N010100 Y 070 N020100 Y 070 O010100 Y 070 O020100 Y 070 P010100 Y 070 P020100 Y 070 Q010100 N 070 Q020100 N 070 R010100 Y 070 R020100 N 070 A010200 Y 070 A020200 N 070 B010200 Y 070 B020200 Y 070 C010200 Y 070 C020200 N 070 D010200 Y PAGE 72 070 D020200 N 070 E010200 Y 070 E020200 N 070 F010200 Y 070 F020200 N 070 G010200 Y 070 G020200 N 070 H010200 Y 070 H020200 N 070 I010200 Y 070 I020200 N 070 J010200 Y 070 J020200 Y 070 K010200 Y 070 K020200 Y 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 Y 070 N010200 Y 070 N020200 Y 070 O010200 Y 070 O020200 Y 070 P010200 Y 070 P020200 Y 070 Q010200 N 070 Q020200 N 070 R010200 Y 070 R020200 N 070 A010300 Y 070 A020300 N 070 B010300 Y 070 B020300 N 070 C010300 Y 070 C020300 N 070 D010300 Y 070 D020300 N 070 E010300 Y 070 E020300 N 070 F010300 Y 070 F020300 N 070 G010300 Y 070 G020300 N 070 H010300 Y 070 H020300 N 070 I010300 Y 070 I020300 N 070 J010300 Y 070 J020300 Y 070 K010300 Y 070 K020300 Y PAGE 73 070 L010300 Y 070 L020300 Y 070 M010300 Y 070 M020300 Y 070 N010300 Y 070 N020300 Y 070 O010300 Y 070 O020300 Y 070 P010300 Y 070 P020300 Y 070 Q010300 N 070 Q020300 N 070 R010300 Y 070 R020300 N 070 A010400 Y 070 A020400 N 070 B010400 Y 070 B020400 N 070 C010400 Y 070 C020400 N 070 D010400 Y 070 D020400 N 070 E010400 Y 070 E020400 N 070 F010400 Y 070 F020400 N 070 G010400 Y 070 G020400 N 070 H010400 Y 070 H020400 N 070 I010400 Y 070 I020400 N 070 J010400 Y 070 J020400 N 070 K010400 Y 070 K020400 Y 070 L010400 Y 070 L020400 Y 070 M010400 Y 070 M020400 Y 070 N010400 Y 070 N020400 Y 070 O010400 Y 070 O020400 N 070 P010400 Y 070 P020400 Y 070 Q010400 N 070 Q020400 N 070 R010400 Y 070 R020400 N 070 A010600 Y PAGE 74 070 A020600 N 070 B010600 Y 070 B020600 N 070 C010600 Y 070 C020600 N 070 D010600 Y 070 D020600 N 070 E010600 Y 070 E020600 N 070 F010600 Y 070 F020600 N 070 G010600 Y 070 G020600 N 070 H010600 Y 070 H020600 N 070 I010600 Y 070 I020600 N 070 J010600 Y 070 J020600 N 070 K010600 Y 070 K020600 Y 070 L010600 Y 070 L020600 Y 070 M010600 Y 070 M020600 Y 070 N010600 Y 070 N020600 Y 070 O010600 Y 070 O020600 N 070 P010600 Y 070 P020600 Y 070 Q010600 N 070 Q020600 N 070 R010600 Y 070 R020600 N 070 A010800 Y 070 A020800 N 070 B010800 Y 070 B020800 N 070 C010800 Y 070 C020800 N 070 D010800 Y 070 D020800 N 070 E010800 Y 070 E020800 N 070 F010800 Y 070 F020800 N 070 G010800 Y 070 G020800 N 070 H010800 Y 070 H020800 N PAGE 75 070 I010800 Y 070 I020800 N 070 J010800 Y 070 J020800 N 070 K010800 Y 070 K020800 Y 070 L010800 Y 070 L020800 Y 070 M010800 Y 070 M020800 Y 070 N010800 Y 070 N020800 Y 070 O010800 Y 070 O020800 N 070 P010800 Y 070 P020800 Y 070 Q010800 N 070 Q020800 N 070 R010800 Y 070 R020800 N 070 A010900 Y 070 A020900 N 070 B010900 Y 070 B020900 N 070 C010900 Y 070 C020900 N 070 D010900 Y 070 D020900 N 070 E010900 Y 070 E020900 N 070 F010900 Y 070 F020900 N 070 G010900 Y 070 G020900 N 070 H010900 Y 070 H020900 N 070 I010900 Y 070 I020900 N 070 J010900 Y 070 J020900 Y 070 K010900 Y 070 K020900 Y 070 L010900 Y 070 L020900 Y 070 M010900 Y 070 M020900 Y 070 N010900 Y 070 N020900 Y 070 O010900 Y 070 O020900 N 070 P010900 Y PAGE 76 070 P020900 Y 070 Q010900 N 070 Q020900 N 070 R010900 Y 070 R020900 N 070 A011000 Y 070 A021000 N 070 B011000 Y 070 B021000 N 070 C011000 Y 070 C021000 N 070 D011000 Y 070 D021000 N 070 E011000 Y 070 E021000 N 070 F011000 Y 070 F021000 N 070 G011000 Y 070 G021000 N 070 H011000 Y 070 H021000 N 070 I011000 Y 070 I021000 N 070 J011000 Y 070 J021000 N 070 K011000 Y 070 K021000 Y 070 L011000 Y 070 L021000 Y 070 M011000 Y 070 M021000 Y 070 N011000 Y 070 N021000 Y 070 O011000 Y 070 O021000 N 070 P011000 Y 070 P021000 Y 070 Q011000 N 070 Q021000 N 070 R011000 Y 070 R021000 N 070 A011100 Y 070 A021100 N 070 B011100 Y 070 B021100 N 070 C011100 Y 070 C021100 N 070 D011100 Y 070 D021100 N 070 E011100 Y 070 E021100 N PAGE 77 070 F011100 Y 070 F021100 N 070 G011100 Y 070 G021100 N 070 H011100 Y 070 H021100 N 070 I011100 Y 070 I021100 N 070 J011100 Y 070 J021100 N 070 K011100 Y 070 K021100 Y 070 L011100 Y 070 L021100 Y 070 M011100 Y 070 M021100 Y 070 N011100 Y 070 N021100 Y 070 O011100 Y 070 O021100 N 070 P011100 Y 070 P021100 Y 070 Q011100 N 070 Q021100 N 070 R011100 Y 070 R021100 N 070 A011300 Y 070 A021300 N 070 B011300 Y 070 B021300 N 070 C011300 Y 070 C021300 N 070 D011300 Y 070 D021300 N 070 E011300 Y 070 E021300 N 070 F011300 Y 070 F021300 Y 070 G011300 Y 070 G021300 N 070 H011300 Y 070 H021300 N 070 I011300 Y 070 I021300 N 070 J011300 Y 070 J021300 N 070 K011300 Y 070 K021300 Y 070 L011300 Y 070 L021300 Y 070 M011300 Y PAGE 78 070 M021300 Y 070 N011300 Y 070 N021300 Y 070 O011300 Y 070 O021300 N 070 P011300 Y 070 P021300 Y 070 Q011300 N 070 Q021300 N 070 R011300 Y 070 R021300 N 070 A011400 Y 070 A021400 N 070 B011400 Y 070 B021400 N 070 C011400 Y 070 C021400 N 070 D011400 Y 070 D021400 N 070 E011400 Y 070 E021400 N 070 F011400 Y 070 F021400 N 070 G011400 Y 070 G021400 N 070 H011400 Y 070 H021400 N 070 I011400 Y 070 I021400 N 070 J011400 Y 070 J021400 N 070 K011400 Y 070 K021400 Y 070 L011400 Y 070 L021400 Y 070 M011400 Y 070 M021400 Y 070 N011400 Y 070 N021400 Y 070 O011400 Y 070 O021400 N 070 P011400 Y 070 P021400 Y 070 Q011400 N 070 Q021400 N 070 R011400 Y 070 R021400 N 070 A011500 Y 070 A021500 N 070 B011500 Y 070 B021500 N PAGE 79 070 C011500 Y 070 C021500 N 070 D011500 Y 070 D021500 N 070 E011500 Y 070 E021500 N 070 F011500 Y 070 F021500 N 070 G011500 Y 070 G021500 N 070 H011500 Y 070 H021500 N 070 I011500 Y 070 I021500 N 070 J011500 Y 070 J021500 N 070 K011500 Y 070 K021500 Y 070 L011500 Y 070 L021500 N 070 M011500 Y 070 M021500 N 070 N011500 Y 070 N021500 Y 070 O011500 Y 070 O021500 N 070 P011500 Y 070 P021500 Y 070 Q011500 N 070 Q021500 N 070 R011500 Y 070 R021500 N 070 A011600 Y 070 A021600 N 070 B011600 Y 070 B021600 N 070 C011600 Y 070 C021600 N 070 D011600 Y 070 D021600 N 070 E011600 Y 070 E021600 N 070 F011600 Y 070 F021600 N 070 G011600 Y 070 G021600 N 070 H011600 Y 070 H021600 N 070 I011600 Y 070 I021600 N 070 J011600 Y PAGE 80 070 J021600 Y 070 K011600 Y 070 K021600 Y 070 L011600 Y 070 L021600 Y 070 M011600 Y 070 M021600 Y 070 N011600 Y 070 N021600 Y 070 O011600 Y 070 O021600 N 070 P011600 Y 070 P021600 Y 070 Q011600 N 070 Q021600 N 070 R011600 Y 070 R021600 N 070 A011700 Y 070 A021700 N 070 B011700 Y 070 B021700 N 070 C011700 Y 070 C021700 N 070 D011700 Y 070 D021700 N 070 E011700 Y 070 E021700 N 070 F011700 Y 070 F021700 N 070 G011700 Y 070 G021700 N 070 H011700 Y 070 H021700 N 070 I011700 Y 070 I021700 N 070 J011700 Y 070 J021700 Y 070 K011700 Y 070 K021700 Y 070 L011700 Y 070 L021700 Y 070 M011700 Y 070 M021700 Y 070 N011700 Y 070 N021700 N 070 O011700 Y 070 O021700 N 070 P011700 Y 070 P021700 Y 070 Q011700 N 070 Q021700 N PAGE 81 070 R011700 Y 070 R021700 N 070 A011800 Y 070 A021800 N 070 B011800 Y 070 B021800 N 070 C011800 Y 070 C021800 N 070 D011800 Y 070 D021800 N 070 E011800 Y 070 E021800 N 070 F011800 Y 070 F021800 N 070 G011800 Y 070 G021800 N 070 H011800 Y 070 H021800 N 070 I011800 Y 070 I021800 N 070 J011800 Y 070 J021800 Y 070 K011800 Y 070 K021800 Y 070 L011800 Y 070 L021800 Y 070 M011800 Y 070 M021800 Y 070 N011800 Y 070 N021800 N 070 O011800 Y 070 O021800 N 070 P011800 Y 070 P021800 Y 070 Q011800 N 070 Q021800 N 070 R011800 Y 070 R021800 N 070 A011900 Y 070 A021900 N 070 B011900 Y 070 B021900 N 070 C011900 Y 070 C021900 N 070 D011900 Y 070 D021900 N 070 E011900 Y 070 E021900 N 070 F011900 Y 070 F021900 N 070 G011900 Y PAGE 82 070 G021900 N 070 H011900 Y 070 H021900 N 070 I011900 Y 070 I021900 N 070 J011900 Y 070 J021900 N 070 K011900 Y 070 K021900 Y 070 L011900 Y 070 L021900 Y 070 M011900 Y 070 M021900 Y 070 N011900 Y 070 N021900 N 070 O011900 Y 070 O021900 N 070 P011900 Y 070 P021900 Y 070 Q011900 N 070 Q021900 N 070 R011900 Y 070 R021900 N 071 A000100 3724184 071 B000100 2954148 071 C000100 17136878 071 D000100 17 071 A000200 1471394 071 B000200 1864408 071 C000200 7298637 071 D000200 20 071 A000300 4304353 071 B000300 4939838 071 C000300 22999796 071 D000300 19 071 A000400 3722122 071 B000400 4817450 071 C000400 7129872 071 D000400 52 071 A000600 973035 071 B000600 1325963 071 C000600 3046599 071 D000600 32 071 A000800 50036 071 B000800 80004 071 C000800 393087 071 D000800 13 071 A000900 777526 071 B000900 631448 071 C000900 5037670 071 D000900 13 PAGE 83 071 A001000 2301748 071 B001000 1725480 071 C001000 3560923 071 D001000 48 071 A001100 216423 071 B001100 442311 071 C001100 3435402 071 D001100 6 071 A001300 1399761 071 B001300 1589702 071 C001300 5482585 071 D001300 26 071 A001400 122986 071 B001400 131433 071 C001400 866813 071 D001400 14 071 A001500 354208 071 B001500 246193 071 C001500 1232910 071 D001500 20 071 A001600 1079654 071 B001600 1581941 071 C001600 5749087 071 D001600 19 071 A001700 236596 071 B001700 97460 071 C001700 514079 071 D001700 19 071 A001800 5592 071 B001800 2762 071 C001800 11419 071 D001800 24 071 A001900 236737 071 B001900 95566 071 C001900 163015 071 D001900 59 072 A000100 6 072 B000100 87 072 C000100 47281 072 D000100 0 072 E000100 3182 072 F000100 61299 072 G000100 0 072 H000100 0 072 I000100 10765 072 J000100 168 072 K000100 0 072 L000100 0 072 M000100 39 072 N000100 214 072 O000100 0 PAGE 84 072 P000100 5 072 Q000100 906 072 R000100 42 072 S000100 32 072 T000100 0 072 U000100 0 072 V000100 0 072 W000100 51 072 X000100 73521 072 Y000100 318 072 Z000100 -22653 072AA000100 307910 072BB000100 0 072CC010100 2663528 072CC020100 0 072DD010100 0 072DD020100 0 072EE000100 808257 072 A000200 6 072 B000200 225 072 C000200 76174 072 D000200 0 072 E000200 281 072 F000200 16124 072 G000200 0 072 H000200 0 072 I000200 5046 072 J000200 66 072 K000200 0 072 L000200 0 072 M000200 26 072 N000200 35 072 O000200 0 072 P000200 10 072 Q000200 595 072 R000200 45 072 S000200 15 072 T000200 0 072 U000200 0 072 V000200 0 072 W000200 23 072 X000200 21985 072 Y000200 108 072 Z000200 54803 072AA000200 535780 072BB000200 0 072CC010200 378305 072CC020200 0 072DD010200 78502 072DD020200 11201 072EE000200 0 PAGE 85 072 A000300 6 072 B000300 112 072 C000300 76454 072 D000300 0 072 E000300 2911 072 F000300 63256 072 G000300 0 072 H000300 0 072 I000300 13818 072 J000300 227 072 K000300 0 072 L000300 0 072 M000300 33 072 N000300 173 072 O000300 0 072 P000300 26 072 Q000300 947 072 R000300 52 072 S000300 45 072 T000300 0 072 U000300 0 072 V000300 0 072 W000300 75 072 X000300 78652 072 Y000300 286 072 Z000300 1111 072AA000300 1552909 072BB000300 0 072CC010300 2615621 072CC020300 0 072DD010300 24826 072DD020300 0 072EE000300 955924 072 A000400 6 072 B000400 1030 072 C000400 86029 072 D000400 0 072 E000400 2003 072 F000400 12579 072 G000400 0 072 H000400 0 072 I000400 4892 072 J000400 59 072 K000400 0 072 L000400 0 072 M000400 15 072 N000400 22 072 O000400 0 072 P000400 0 072 Q000400 594 072 R000400 42 PAGE 86 072 S000400 15 072 T000400 0 072 U000400 0 072 V000400 0 072 W000400 22 072 X000400 18240 072 Y000400 444 072 Z000400 71266 072AA000400 1171920 072BB000400 0 072CC010400 0 072CC020400 154610 072DD010400 102569 072DD020400 24695 072EE000400 1053472 072 A000600 6 072 B000600 45 072 C000600 12970 072 D000600 0 072 E000600 639 072 F000600 9140 072 G000600 0 072 H000600 0 072 I000600 2109 072 J000600 25 072 K000600 0 072 L000600 0 072 M000600 6 072 N000600 32 072 O000600 0 072 P000600 0 072 Q000600 458 072 R000600 35 072 S000600 7 072 T000600 0 072 U000600 0 072 V000600 0 072 W000600 11 072 X000600 11823 072 Y000600 128 072 Z000600 1959 072AA000600 201796 072BB000600 0 072CC010600 208328 072CC020600 0 072DD010600 4788 072DD020600 1399 072EE000600 529539 072 A000800 6 072 B000800 0 072 C000800 3211 PAGE 87 072 D000800 0 072 E000800 390 072 F000800 1030 072 G000800 0 072 H000800 0 072 I000800 373 072 J000800 4 072 K000800 0 072 L000800 0 072 M000800 1 072 N000800 8 072 O000800 0 072 P000800 0 072 Q000800 79 072 R000800 34 072 S000800 1 072 T000800 0 072 U000800 0 072 V000800 0 072 W000800 0 072 X000800 1530 072 Y000800 6 072 Z000800 2077 072AA000800 4167 072BB000800 0 072CC010800 32156 072CC020800 0 072DD010800 4466 072DD020800 0 072EE000800 81 072 A000900 6 072 B000900 67905 072 C000900 59525 072 D000900 0 072 E000900 2047 072 F000900 14632 072 G000900 0 072 H000900 0 072 I000900 4804 072 J000900 30 072 K000900 0 072 L000900 0 072 M000900 10 072 N000900 112 072 O000900 0 072 P000900 0 072 Q000900 694 072 R000900 58 072 S000900 10 072 T000900 1909 072 U000900 0 PAGE 88 072 V000900 0 072 W000900 19 072 X000900 22278 072 Y000900 63 072 Z000900 107262 072AA000900 54460 072BB000900 0 072CC010900 0 072CC020900 239221 072DD010900 94084 072DD020900 61120 072EE000900 58110 072 A001000 6 072 B001000 0 072 C001000 7605 072 D001000 0 072 E001000 2396 072 F001000 14558 072 G001000 0 072 H001000 0 072 I001000 3252 072 J001000 37 072 K001000 0 072 L001000 0 072 M001000 7 072 N001000 170 072 O001000 0 072 P001000 1 072 Q001000 527 072 R001000 36 072 S001000 8 072 T001000 1042 072 U001000 0 072 V001000 0 072 W001000 11 072 X001000 19649 072 Y001000 204 072 Z001000 -9444 072AA001000 150533 072BB001000 0 072CC011000 461140 072CC021000 0 072DD011000 6 072DD021000 0 072EE001000 236657 072 A001100 6 072 B001100 315 072 C001100 30393 072 D001100 0 072 E001100 499 072 F001100 12692 PAGE 89 072 G001100 0 072 H001100 0 072 I001100 3215 072 J001100 23 072 K001100 0 072 L001100 0 072 M001100 7 072 N001100 87 072 O001100 0 072 P001100 1 072 Q001100 514 072 R001100 34 072 S001100 6 072 T001100 668 072 U001100 0 072 V001100 0 072 W001100 11 072 X001100 17258 072 Y001100 61 072 Z001100 14010 072AA001100 128776 072BB001100 0 072CC011100 204092 072CC021100 0 072DD011100 32217 072DD021100 5223 072EE001100 91159 072 A001300 6 072 B001300 9 072 C001300 32343 072 D001300 0 072 E001300 1200 072 F001300 0 072 G001300 0 072 H001300 0 072 I001300 0 072 J001300 52 072 K001300 0 072 L001300 0 072 M001300 11 072 N001300 0 072 O001300 0 072 P001300 0 072 Q001300 0 072 R001300 0 072 S001300 0 072 T001300 0 072 U001300 0 072 V001300 0 072 W001300 8 072 X001300 71 PAGE 90 072 Y001300 0 072 Z001300 33481 072AA001300 237784 072BB001300 0 072CC011300 389478 072CC021300 0 072DD011300 45798 072DD021300 0 072EE001300 554772 072 A001400 6 072 B001400 14916 072 C001400 8569 072 D001400 0 072 E001400 208 072 F001400 0 072 G001400 0 072 H001400 0 072 I001400 0 072 J001400 8 072 K001400 0 072 L001400 0 072 M001400 2 072 N001400 0 072 O001400 0 072 P001400 0 072 Q001400 0 072 R001400 0 072 S001400 0 072 T001400 0 072 U001400 0 072 V001400 0 072 W001400 1 072 X001400 11 072 Y001400 7 072 Z001400 23689 072AA001400 9416 072BB001400 0 072CC011400 0 072CC021400 32369 072DD011400 33877 072DD021400 0 072EE001400 12652 072 A001500 6 072 B001500 0 072 C001500 16117 072 D001500 0 072 E001500 105 072 F001500 0 072 G001500 0 072 H001500 0 072 I001500 0 PAGE 91 072 J001500 17 072 K001500 0 072 L001500 0 072 M001500 2 072 N001500 0 072 O001500 0 072 P001500 0 072 Q001500 0 072 R001500 0 072 S001500 0 072 T001500 0 072 U001500 0 072 V001500 0 072 W001500 1 072 X001500 20 072 Y001500 0 072 Z001500 16202 072AA001500 23523 072BB001500 0 072CC011500 0 072CC021500 66661 072DD011500 21381 072DD021500 0 072EE001500 41066 072 A001600 6 072 B001600 0 072 C001600 18675 072 D001600 0 072 E001600 1198 072 F001600 0 072 G001600 0 072 H001600 0 072 I001600 0 072 J001600 99 072 K001600 0 072 L001600 0 072 M001600 11 072 N001600 0 072 O001600 0 072 P001600 6 072 Q001600 0 072 R001600 0 072 S001600 0 072 T001600 0 072 U001600 0 072 V001600 0 072 W001600 8 072 X001600 124 072 Y001600 81 072 Z001600 19830 072AA001600 393060 PAGE 92 072BB001600 0 072CC011600 638477 072CC021600 0 072DD011600 30301 072DD021600 0 072EE001600 594847 072 A001700 6 072 B001700 24 072 C001700 1770 072 D001700 0 072 E001700 48 072 F001700 1347 072 G001700 0 072 H001700 0 072 I001700 0 072 J001700 0 072 K001700 0 072 L001700 0 072 M001700 1 072 N001700 0 072 O001700 0 072 P001700 0 072 Q001700 0 072 R001700 0 072 S001700 0 072 T001700 0 072 U001700 0 072 V001700 0 072 W001700 0 072 X001700 1348 072 Y001700 4 072 Z001700 498 072AA001700 0 072BB001700 1508 072CC011700 138170 072CC021700 0 072DD011700 737 072DD021700 0 072EE001700 113 072 A001800 6 072 B001800 1 072 C001800 41 072 D001800 0 072 E001800 1 072 F001800 0 072 G001800 0 072 H001800 0 072 I001800 0 072 J001800 0 072 K001800 0 072 L001800 0 PAGE 93 072 M001800 0 072 N001800 0 072 O001800 0 072 P001800 0 072 Q001800 0 072 R001800 0 072 S001800 0 072 T001800 0 072 U001800 0 072 V001800 0 072 W001800 0 072 X001800 0 072 Y001800 0 072 Z001800 43 072AA001800 47 072BB001800 0 072CC011800 2139 072CC021800 0 072DD011800 59 072DD021800 0 072EE001800 33 072 A001900 6 072 B001900 0 072 C001900 389 072 D001900 0 072 E001900 85 072 F001900 541 072 G001900 0 072 H001900 0 072 I001900 0 072 J001900 0 072 K001900 0 072 L001900 0 072 M001900 0 072 N001900 0 072 O001900 0 072 P001900 0 072 Q001900 0 072 R001900 0 072 S001900 0 072 T001900 0 072 U001900 0 072 V001900 0 072 W001900 0 072 X001900 541 072 Y001900 8 072 Z001900 -59 072AA001900 174 072BB001900 0 072CC011900 30696 072CC021900 0 PAGE 94 072DD011900 37 072DD021900 0 072EE001900 164 073 A010100 0.0000 073 A020100 0.0000 073 B000100 5.3360 073 C000100 0.0000 073 A010200 0.4500 073 A020200 0.4700 073 B000200 0.0000 073 C000200 0.0000 073 A010300 0.0750 073 A020300 0.1600 073 B000300 0.0000 073 C000300 0.0000 073 A010400 0.6000 073 A020400 0.6400 073 B000400 0.0000 073 C000400 0.0000 073 A010600 0.0660 073 A020600 0.1060 073 B000600 0.0000 073 C000600 0.0000 073 A010800 0.2130 073 A020800 0.0000 073 B000800 0.0040 073 C000800 0.0000 073 A010900 0.0000 073 A020900 0.0000 073 B000900 0.0000 073 C000900 0.0000 073 A011000 0.0000 073 A021000 0.0000 073 B001000 0.0000 073 C001000 0.0000 073 A011100 0.0000 073 A021100 0.0000 073 B001100 0.0000 073 C001100 0.0000 073 A011300 0.1200 073 A021300 0.0000 073 B001300 1.4500 073 C001300 0.0000 073 A011400 0.4200 073 A021400 0.0000 073 B001400 0.1600 073 C001400 0.0000 073 A011500 0.2200 073 A021500 0.0000 073 B001500 0.4300 073 C001500 0.0000 PAGE 95 073 A011600 0.0700 073 A021600 0.0000 073 B001600 1.5000 073 C001600 0.0000 073 A011700 0.0130 073 A021700 0.0000 073 B001700 0.0020 073 C001700 0.0000 073 A011800 0.0590 073 A021800 0.0000 073 B001800 0.0350 073 C001800 0.0000 073 A011900 0.0020 073 A021900 0.0000 073 B001900 0.0090 073 C001900 0.0000 074 A000100 0 074 B000100 0 074 C000100 0 074 D000100 14228 074 E000100 394635 074 F000100 19026113 074 G000100 0 074 H000100 0 074 I000100 905238 074 J000100 81911 074 K000100 581 074 L000100 20307 074 M000100 2006 074 N000100 20445019 074 O000100 62514 074 P000100 12605 074 Q000100 0 074 R010100 0 074 R020100 0 074 R030100 0 074 R040100 849999 074 S000100 0 074 T000100 19519901 074 U010100 130233 074 U020100 33493 074 V010100 118.91 074 V020100 120.45 074 W000100 0.0000 074 X000100 595650 074 Y000100 0 074 A000200 0 074 B000200 0 074 C000200 0 074 D000200 9414 074 E000200 26071 PAGE 96 074 F000200 7693566 074 G000200 0 074 H000200 0 074 I000200 94146 074 J000200 36516 074 K000200 35 074 L000200 9360 074 M000200 233 074 N000200 7869341 074 O000200 52785 074 P000200 3788 074 Q000200 0 074 R010200 0 074 R020200 0 074 R030200 11596 074 R040200 56712 074 S000200 0 074 T000200 7744460 074 U010200 171520 074 U020200 23165 074 V010200 39.78 074 V020200 39.75 074 W000200 0.0000 074 X000200 361588 074 Y000200 0 074 A000300 1372 074 B000300 0 074 C000300 0 074 D000300 5825 074 E000300 520697 074 F000300 24765249 074 G000300 0 074 H000300 0 074 I000300 463697 074 J000300 101537 074 K000300 425 074 L000300 32700 074 M000300 1660 074 N000300 25893162 074 O000300 123904 074 P000300 13688 074 Q000300 0 074 R010300 0 074 R020300 0 074 R030300 0 074 R040300 464193 074 S000300 0 074 T000300 25291377 074 U010300 205252 074 U020300 60125 074 V010300 95.28 PAGE 97 074 V020300 95.39 074 W000300 0.0000 074 X000300 906720 074 Y000300 0 074 A000400 0 074 B000400 0 074 C000400 0 074 D000400 0 074 E000400 0 074 F000400 7081978 074 G000400 0 074 H000400 0 074 I000400 653203 074 J000400 32902 074 K000400 591 074 L000400 7788 074 M000400 11 074 N000400 7776473 074 O000400 17682 074 P000400 3097 074 Q000400 0 074 R010400 0 074 R020400 0 074 R030400 0 074 R040400 29320 074 S000400 0 074 T000400 7726374 074 U010400 187903 074 U020400 36767 074 V010400 34.40 074 V020400 34.35 074 W000400 0.0000 074 X000400 312262 074 Y000400 0 074 A000600 0 074 B000600 0 074 C000600 0 074 D000600 503 074 E000600 0 074 F000600 3094168 074 G000600 0 074 H000600 0 074 I000600 122344 074 J000600 13132 074 K000600 128 074 L000600 1068 074 M000600 4 074 N000600 3231347 074 O000600 20397 074 P000600 1986 074 Q000600 0 PAGE 98 074 R010600 0 074 R020600 0 074 R030600 0 074 R040600 60971 074 S000600 0 074 T000600 3147993 074 U010600 75162 074 U020600 13895 074 V010600 35.34 074 V020600 35.41 074 W000600 0.0000 074 X000600 136813 074 Y000600 0 074 A000800 0 074 B000800 0 074 C000800 0 074 D000800 0 074 E000800 0 074 F000800 412605 074 G000800 0 074 H000800 0 074 I000800 11834 074 J000800 1681 074 K000800 44 074 L000800 642 074 M000800 1 074 N000800 426807 074 O000800 0 074 P000800 254 074 Q000800 0 074 R010800 0 074 R020800 0 074 R030800 0 074 R040800 7764 074 S000800 0 074 T000800 418789 074 U010800 20411 074 U020800 0 074 V010800 20.52 074 V020800 0.00 074 W000800 0.0000 074 X000800 26759 074 Y000800 0 074 A000900 620 074 B000900 0 074 C000900 0 074 D000900 2358683 074 E000900 1015961 074 F000900 1533640 074 G000900 0 074 H000900 0 PAGE 99 074 I000900 359361 074 J000900 25714 074 K000900 401 074 L000900 33806 074 M000900 7 074 N000900 5328193 074 O000900 15313 074 P000900 3631 074 Q000900 0 074 R010900 0 074 R020900 0 074 R030900 0 074 R040900 43721 074 S000900 0 074 T000900 5265528 074 U010900 271756 074 U020900 178107 074 V010900 0.00 074 V020900 0.00 074 W000900 0.0000 074 X000900 209296 074 Y000900 0 074 A001000 0 074 B001000 0 074 C001000 0 074 D001000 0 074 E001000 23874 074 F001000 4134529 074 G001000 0 074 H001000 0 074 I001000 241459 074 J001000 64126 074 K001000 690 074 L001000 20803 074 M001000 5 074 N001000 4485486 074 O001000 37809 074 P001000 3632 074 Q001000 0 074 R011000 0 074 R021000 0 074 R031000 0 074 R041000 155129 074 S001000 0 074 T001000 4288916 074 U011000 137585 074 U021000 27762 074 V011000 0.00 074 V021000 0.00 074 W001000 0.0000 074 X001000 238967 PAGE 100 074 Y001000 0 074 A001100 0 074 B001100 0 074 C001100 0 074 D001100 10761 074 E001100 0 074 F001100 2455441 074 G001100 0 074 H001100 0 074 I001100 169750 074 J001100 12907 074 K001100 98 074 L001100 2454 074 M001100 5 074 N001100 2651416 074 O001100 13977 074 P001100 2859 074 Q001100 0 074 R011100 0 074 R021100 0 074 R031100 0 074 R041100 89686 074 S001100 0 074 T001100 2544894 074 U011100 149622 074 U021100 22825 074 V011100 0.00 074 V021100 0.00 074 W001100 0.0000 074 X001100 335802 074 Y001100 0 074 A001300 40 074 B001300 0 074 C001300 2742 074 D001300 0 074 E001300 0 074 F001300 5702722 074 G001300 0 074 H001300 0 074 I001300 244264 074 J001300 27177 074 K001300 235 074 L001300 16759 074 M001300 0 074 N001300 5993939 074 O001300 21370 074 P001300 0 074 Q001300 0 074 R011300 0 074 R021300 0 074 R031300 0 PAGE 101 074 R041300 109966 074 S001300 0 074 T001300 5862603 074 U011300 404637 074 U021300 0 074 V011300 14.49 074 V021300 0.00 074 W001300 0.0000 074 X001300 50 074 Y001300 2742 074 A001400 251 074 B001400 0 074 C001400 0 074 D001400 507731 074 E001400 204563 074 F001400 128887 074 G001400 0 074 H001400 0 074 I001400 51597 074 J001400 5585 074 K001400 53 074 L001400 5140 074 M001400 0 074 N001400 903807 074 O001400 7035 074 P001400 0 074 Q001400 0 074 R011400 0 074 R021400 0 074 R031400 0 074 R041400 1713 074 S001400 0 074 T001400 895059 074 U011400 83059 074 U021400 0 074 V011400 10.78 074 V021400 0.00 074 W001400 0.0000 074 X001400 50 074 Y001400 0 074 A001500 0 074 B001500 0 074 C001500 0 074 D001500 0 074 E001500 0 074 F001500 1267345 074 G001500 0 074 H001500 0 074 I001500 13683 074 J001500 2555 074 K001500 14 PAGE 102 074 L001500 70338 074 M001500 0 074 N001500 1353935 074 O001500 63299 074 P001500 0 074 Q001500 0 074 R011500 0 074 R021500 0 074 R031500 0 074 R041500 60 074 S001500 0 074 T001500 1290576 074 U011500 104474 074 U021500 0 074 V011500 12.35 074 V021500 0.00 074 W001500 0.0000 074 X001500 50 074 Y001500 0 074 A001600 0 074 B001600 0 074 C001600 0 074 D001600 0 074 E001600 195695 074 F001600 5839633 074 G001600 0 074 H001600 0 074 I001600 216453 074 J001600 253674 074 K001600 154 074 L001600 1575 074 M001600 547 074 N001600 6507731 074 O001600 29397 074 P001600 0 074 Q001600 0 074 R011600 0 074 R021600 0 074 R031600 0 074 R041600 456698 074 S001600 0 074 T001600 6021636 074 U011600 400668 074 U021600 0 074 V011600 15.03 074 V021600 0.00 074 W001600 0.0000 074 X001600 37 074 Y001600 0 074 A001700 0 074 B001700 0 PAGE 103 074 C001700 0 074 D001700 1250 074 E001700 5600 074 F001700 1215016 074 G001700 0 074 H001700 0 074 I001700 4429 074 J001700 4967 074 K001700 16 074 L001700 1424 074 M001700 72 074 N001700 1232774 074 O001700 5459 074 P001700 406 074 Q001700 0 074 R011700 0 074 R021700 0 074 R031700 0 074 R041700 5341 074 S001700 0 074 T001700 1221568 074 U011700 98542 074 U021700 0 074 V011700 12.40 074 V021700 0.00 074 W001700 0.0000 074 X001700 138170 074 Y001700 0 074 A001800 13 074 B001800 0 074 C001800 0 074 D001800 25 074 E001800 138 074 F001800 13412 074 G001800 0 074 H001800 0 074 I001800 0 074 J001800 61 074 K001800 0 074 L001800 8 074 M001800 0 074 N001800 13657 074 O001800 60 074 P001800 0 074 Q001800 0 074 R011800 0 074 R021800 0 074 R031800 0 074 R041800 7 074 S001800 0 074 T001800 13590 PAGE 104 074 U011800 1008 074 U021800 0 074 V011800 13.49 074 V021800 0.00 074 W001800 0.0000 074 X001800 2530 074 Y001800 0 074 A001900 480 074 B001900 0 074 C001900 0 074 D001900 0 074 E001900 1124 074 F001900 309668 074 G001900 0 074 H001900 0 074 I001900 10381 074 J001900 4917 074 K001900 37 074 L001900 637 074 M001900 0 074 N001900 327244 074 O001900 2614 074 P001900 134 074 Q001900 0 074 R011900 0 074 R021900 0 074 R031900 0 074 R041900 4297 074 S001900 0 074 T001900 320199 074 U011900 26095 074 U021900 0 074 V011900 12.27 074 V021900 0.00 074 W001900 0.0000 074 X001900 84396 074 Y001900 0 075 A000100 0 075 B000100 17109647 075 A000200 0 075 B000200 7287767 075 A000300 0 075 B000300 22867103 075 A000400 0 075 B000400 7467301 075 A000600 0 075 B000600 3085959 075 A000800 0 075 B000800 402139 075 A000900 0 075 B000900 5393398 PAGE 105 075 A001000 0 075 B001000 3592179 075 A001100 0 075 B001100 3479413 075 A001300 0 075 B001300 5620072 075 A001400 0 075 B001400 904213 075 A001500 0 075 B001500 1242459 075 A001600 0 075 B001600 5781620 075 A001700 0 075 B001700 593330 075 A001800 0 075 B001800 11767 075 A001900 0 075 B001900 179008 076 000100 0.00 076 000200 0.00 076 000300 0.00 076 000400 0.00 076 000600 0.00 076 000800 0.00 076 000900 0.00 076 001000 0.00 076 001100 0.00 076 001300 0.00 076 001400 0.00 076 001500 0.00 076 001600 0.00 076 001700 0.00 076 001800 0.00 076 001900 0.00 077 A000000 Y 077 B000000 N 077 C000000 N 077 D000000 N 077 E000000 N 077 F000000 N 077 G000000 N 077 H000000 N 077 I000000 Y 077 J000000 N 077 K000000 N 077 L000000 N 077 M000000 N 077 N000000 N 077 O000000 N 077 P000000 N 077 Q010000 Y PAGE 106 077 Q020000 N 077 Q030000 N 078 000000 N 080 C00AA00 0 081 B00AA00 0 082 B00AA00 0 083 B00AA00 0 084 B00AA00 0 086 A010000 0 086 A020000 0 086 B010000 0 086 B020000 0 086 C010000 0 086 C020000 0 086 D010000 0 086 D020000 0 086 E010000 0 086 E020000 0 086 F010000 0 086 F020000 0 SIGNATURE STACIE M. SMITH TITLE PRESIDENT AND TREASURER EX-99.77I NEW SECUR 2 q77i_neworamendedsecurities.htm NEW OR AMENDED SECURITIES Converted by EDGARwiz

Fidelity Securities Fund issued a new class of shares. Class T of Fidelity Small Cap Growth Fund became SEC effective on April 4, 2017.




 EX-99.77Q1 OTHR EXHB 3 q77q1_forsubcustodbnymellon.htm CUSTODY FILE Converted by EDGARwiz

Exhibit 77Q1 – Additional Items

Item 15

Foreign Sub-Custodian Network for BNY Mellon

Country/Market

Subcustodian

Address

Argentina

Citibank N.A., Argentina

Bartolome Mitre 502/30
(C1036AAJ) Buenos Aires, Argentina

Australia

The Hongkong and Shanghai Banking Corporation Limited

Level 3, 10 Smith Street
Parramatta NSW 2150

Australia

Citigroup Pty. Limited

Level 16, 120 Collins Street
Melbourne, VIC. 3000 Australia

Austria

Citibank Europe plc.

1 North Wall Quay
Dublin 1 Ireland

Austria

UniCredit Bank Austria AG

Schottengasse 6-8
1010 Vienna, Austria

Bahrain

HSBC Bank Middle East Limited

2nd Floor, Building No 2505, Road No 2832,
Al Seef 428, Bahrain

Bangladesh

The Hongkong and Shanghai Banking Corporation Limited

Management Office, Shanta Western
Tower, Level 4,
186 Bir Uttam Mir Shawkat Ali Shorok,
(Tejgaon Gulshan Link Road) Tejgaon
Industrial Area,
Dhaka 1208, Bangladesh

Belgium

The Bank of New York Mellon SA/NV

Rue Montoyer, 46
1000 Brussels
Belgium

Belgium

Citibank Europe Plc, UK branch

Citigroup Centre
33 Canada Square, Canary Wharf
London E14 5LB
United Kingdom

Bermuda

HSBC Bank Bermuda Limited

Custody and Clearing Department
6 Front Street
Hamilton
Bermuda HM11

Botswana

Stanbic Bank Botswana Limited

Plot 50672, Fairground Office Park
Gaborone, Botswana

Brazil

Citibank N.A., Brazil

Avenida Paulista 1111 - 13th floor
Sao Paulo, S.P., Brazil 01311-920

Brazil

Itaú Unibanco S.A.

Praça Alfredo Egydio de Souza Aranha, 100
São Paulo, S.P. - Brazil 04344-902

Bulgaria

Citibank Europe plc, Bulgaria Branch

48 Sitnyakovo Blvd
Serdika Offices, 10th floor
Sofia 1505, Bulgaria

Canada

CIBC Mellon Trust Company (“CIBC Mellon”)

1 York Street, Suite 900
Toronto, Ontario, M5J 0B6
Canada

Cayman Islands

The Bank of New York Mellon

225 Liberty Street
New York, NY 10286
United States

Channel Island

The Bank of New York Mellon

225 Liberty Street
New York, NY 10286
United States

Chile

Banco de Chile

Estado 260
2nd Floor
Santiago, Chile
Postal code 8320204

Chile

Itaú Corpbanca S.A.

Presidente Riesco Street 5537
18th Floor
Las Condes
Santiago, Chile

China

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 9A No 99-02 Piso 3
Bogota D.C., Colombia

Costa Rica

Banco Nacional de Costa Rica

1st and 3rd Avenue, 4th Street
San José, Costa Rica

Croatia

Privredna banka Zagreb d.d.

Radnicka cesta 50
10 000 Zagreb
Croatia

Cyprus

BNP Paribas Securities Services S.C.A., Athens

2 Lampsakou Street
115 28 Athens
Greece

Czech Republic

Citibank Europe plc, organizacni slozka

Bucharova 2641/14
158 02 Prague 5, Czech Republic

Denmark

Skandinaviska Enskilda Banken AB (Publ)

Kungsträdgårdsg 8
106 40 Stockholm - Sweden

Egypt

HSBC Bank Egypt S.A.E.

306 Corniche El Nil,
Maadi, Cairo, Egypt

Estonia

SEB Pank AS

Tornimäe Str. 2
15010 Tallinn
Estonia

Euromarket

Clearstream Banking S.A.

42 Avenue J.F. Kennedy
1855 Luxembourg
Grand Duchy of Luxembourg

Euromarket

Euroclear Bank

1 Boulevard du Roi Albert II
B-1210 Brussels - Belgium

Finland

Skandinaviska Enskilda Banken AB (Publ)

Kungsträdgårdsg 8
106 40 Stockholm - Sweden

France

BNP Paribas Securities Services S.C.A.

Office Address :Les Grands Moulins de
Pantin – 9 rue du Débarcadère
93500 Pantin, France
Legal address: 3 rue d’Antin, 75002 Paris,
France

France

Citibank Europe Plc, UK branch

Citigroup Centre
33 Canada Square, Canary Wharf
London E14 5LB
United Kingdom

Germany

The Bank of New York Mellon SA/NV, Asset Servicing,
Niederlassung Frankfurt am Main

Friedrich-Ebert-Anlage, 49
60327 Frankfurt am Main
Germany

Ghana

Stanbic Bank Ghana Limited

Stanbic Heights, Plot No. 215 South
Liberation RD,
Airport City, Cantonments,
Accra, Ghana

Greece

BNP Paribas Securities Services S.C.A., Athens

2 Lampsakou street
115 28 Athens
Greece

Hong Kong

The Hongkong and Shanghai Banking Corporation Limited

1, Queen’s Road, Central
Hong Kong

Hong Kong

Deutsche Bank AG

52/F International Commerce Centre
1 Austin Road West, Kowloon, Hong Kong

Hungary

Citibank Europe plc. Hungarian Branch Office

Szabadság tér 7
1051 Budapest
Hungary

Iceland

Landsbankinn hf.

Austurstraeti 11
155 Reykjavik
Iceland

India

Deutsche Bank AG

4th Floor, Block I, Nirlon Knowledge Park,
W.E. Highway Mumbai - 400 063, India

India

The Hongkong and Shanghai Banking Corporation Limited

11F, Building 3, NESCO - IT Park, NESCO
Complex, Western Express Highway,
Goregaon (East), Mumbai 400063, India

Indonesia

Deutsche Bank AG

7th Floor, Deutsche Bank Building Jl. Imam
Bonjol No.80, Jakarta – 10310, Indonesia

Ireland

The Bank of New York Mellon

225 Liberty Street
New York, NY 10286
United States

Israel

Bank Hapoalim B.M.

50 Rothschild Blvd
Tel Aviv 66883
Israel

Italy

Citibank N.A. Milan

Via dei Mercanti 12
20121 milan
Italy

Italy

Intesa Sanpaolo S.p.A.

Piazza San Carlo, 156
10121 Torino
Italy

Italy

The Bank of New York Mellon SA/NV

Rue Montoyer, 46
1000 Brussels
Belgium

Japan

Mizuho Bank, Ltd.

Shinagawa Intercity Tower A, 2-15-1,
Konan, Minato-ku, Tokyo
108-6009, Japan

Japan

The Bank of Tokyo-Mitsubishi UFJ, Limited

1-3-2, Nihombashi Hongoku-cho, Chuo-ku,
Tokyo 103-0021, Japan

Jordan

Standard Chartered Bank

1 Basinghall Avenue
London, EC2V5DD,
United Kingdom

Kazakhstan

Joint-Stock Company Citibank Kazakhstan

Park Palace Building A,
41 Kazybek Bi Street,
Almaty,
Kazakhstan

Kenya

Stanbic Bank Kenya Limited

First Floor, CfC Stanbic Centre
P.O. Box 72833 00200
Chiromo Road,
Westlands,
Nairobi,

Kuwait

HSBC Bank Middle East Limited, Kuwait

Sharq Area, Abdulaziz Al Sager Street, Al
Hamra Tower, 37F
P.O. Box 1683, Safat 13017, Kuwait

Latvia

AS SEB banka

Meistaru iela 1
Valdlauci
Kekavas pag
LV-1076
Latvia

Lithuania

AB SEB bankas

12 Gedimino Av.
LT-01103 Vilnius
Lithuania

Luxembourg

Euroclear Bank

1 Boulevard du Roi Albert II
B-1210 Brussels - Belgium

Malawi

Standard Bank Limited

Standard Bank Centre
Africa Unity Avenue
PO Box 30380
Lilongwe 3
Malawi

Malaysia

Deutsche Bank (Malaysia) Berhad

Level 20, Menara IMC
No 8 Jalan Sultan Ismail
50250 Kuala Lumpur, Malaysia

Malta

The Bank of New York Mellon SA/NV, Asset Servicing,
Niederlassung Frankfurt am Main

Friedrich-Ebert-Anlage, 49
60327 Frankfurt am Main
Germany

Mauritius

The Hongkong and Shanghai Banking Corporation
Limited

6th Floor, HSBC Centre, 18 Cybercity,
Ebene, Mauritius

Mexico

Citibanamex

Actuario Roberto Medellin 800
Colonia Santa Fe
Mexico, D.F.
C.P.01210

Morocco

Citibank Maghreb

Zenith Millenium, Immeuble 1
Sidi Maarouf, B.P. 40
20190 Casablanca
Morocco

Namibia

Standard Bank Namibia Limited

2nd Floor, Standard Bank Centre, Town Square
Corner of Post Street Mall and Werner List Street
Windhoek, Namibia

Netherlands

The Bank of New York Mellon SA/NV

Rue Montoyer, 46
1000 Brussels
Belgium

New Zealand

The Hongkong and Shanghai Banking Corporation Limited

Level 9, HSBC Building,
1 Queen Street, Auckland 1010,

Nigeria

Stanbic IBTC Bank Plc.

Walter Carrington Crescent
Victoria Island
Lagos, Nigeria

Norway

Skandinaviska Enskilda Banken AB (Publ)

Kungsträdgårdsg 8
106 40 Stockholm - Sweden

Oman

HSBC Bank Oman S.A.O.G.

2nd Floor, Head Office Building,
P.O. Box 1727, Al Khuwair, Postal Code 111,
Sultanate of Oman

Pakistan

Deutsche Bank AG

242-243, Avari Plaza, Fatima Jinnah Road
Karachi – 75330, Pakistan

Panama

Citibank N.A., Panama Branch

Boulevard Punta Pacífica
Torre de las Américas, Torre B, Piso 14
Apartado 0834-00555
Panama City, Panama

Peru

Citibank del Peru S.A.

Avenida Canaval y Moreyra, 480, 3rd floor
Lima 27, Peru

Philippines

Deutsche Bank AG

23rd Floor, Tower One & Exchange Plaza,
Ayala Triangle, Ayala Avenue,
1226 Makati City
Philippines

Poland

Bank Polska Kasa Opieki S.A.

53/57 Grzybowska Street
00-950 Warszawa

Portugal

Citibank Europe Plc, Sucursal em Portugal

Rua Barata Salgueiro, 30
1269-056 Lisbon
Portugal

Qatar

HSBC Bank Middle East Limited, Doha

2nd Floor, Ali Bin Ali Tower, Building no:
150, Al Matar Street (Airport Road)
P.O. Box 57, Street no. 950,
Umm Ghuwalina Area, Doha, Qatar

Romania

Citibank Europe plc, Romania Branch

145, Calea Victoriei
010072 Bucharest
Romania

Russia

PJSC ROSBANK

Mashi Poryvaevoy ulitsa 34,
Moscow, 107078, Russia

Saudi Arabia

HSBC Saudi Arabia Limited

HSBC Building, 7267 Olaya Road, Al-
Murooj
Riyadh 12283-22555,
Kingdom of Saudi Arabia

Serbia

UniCredit Bank Serbia JSC

Rajiceva Street 27-29, 11000 Belgrade,
Serbia

Singapore

DBS Bank Ltd

12 Marina Boulevard
Marina Bay Financial Centre Tower 3
Singapore 018982

Singapore

United Overseas Bank Limited

80 Raffles Place
UOB Plaza
Singapore 048624

Slovak Republic

Citibank Europe plc, pobocka zahranicnej banky

Dvorakovo nabrezie 8
811 02 Bratislava, Slovak Republic

Slovenia

UniCredit Banka Slovenia d.d.

Smartinska 140, 1000 - Ljubljana, Slovenia

South Africa

The Standard Bank of South Africa Limited

5 Simmonds Street
Johannesburg 2001, South Africa

South Korea

The Hongkong and Shanghai Banking Corporation Limited

5th Floor, HSBC Building, 37, Chilpae-ro,
Jung-Gu, Seoul, Korea, 100-161

South Korea

Deutsche Bank AG

18th Floor, Young-Poong Building 41
Cheonggyecheon-ro, Jongro-ku, Seoul 110-
752, South Korea

Spain

Banco Bilbao Vizcaya Argentaria, S.A.

Plaza San Nicolás, 4
48005 Bilbao
Spain

Spain

Santander Securities Services, S.A.

Ciudad Grupo Santander. Avenida de
Cantabria s/n
Boadilla del Monte 28660 – Madrid, Spain

Sri Lanka

The Hongkong and Shanghai Banking Corporation Limited

24 Sir Baron Jayathilake Mawatha Colombo
01, Sri Lanka

Swaziland

Standard Bank Swaziland Limited

Standard House, Swazi Plaza
Mbabane, Swaziland

Sweden

Skandinaviska Enskilda Banken AB (Publ)

Kungsträdgårdsg 8
106 40 Stockholm - Sweden

Switzerland

Credit Suisse AG

Paradeplatz 8
CH - 8070 Zurich
Switzerland

Taiwan

HSBC Bank (Taiwan) Limited

11F, no. 369, Section7,                                  Zhongxiao East Rd Nangang District,
Taipei 115, Taiwan

Tanzania

Stanbic Bank Tanzania Limited

Stanbic House
PO Box 72647
Dar es Salaam
Tanzania

Thailand

The Hongkong and Shanghai Banking Corporation Limited

Level 5, HSBC Building, 968 Rama IV
Road, Bangrak Bangkok 10500, Thailand

Tunisia

Banque Internationale Arabe de Tunisie

70-72, Avenue Habib Bourguiba
1080 Tunis
Tunisia

Turkey

Deutsche Bank A.S.

Esentepe Mahallesi Büyükdere Caddesi
Tekfen Tower No:209 K:17 Sisli
TR-34394-Istanbul, Turkey

U.A.E.

HSBC Bank Middle East Limited, Dubai

Emaar Square, Building 5, Level 4
PO Box 502601 Dubai, United Arab
Emirates

U.K.

Depository and Clearing Centre (DCC)
Deutsche Bank AG, London Branch

Winchester House 1 Great Winchester Street
London EC2N 2DB
United Kingdom

U.K.

The Bank of New York Mellon

225 Liberty Street
New York, NY 10286
United States

U.S.A.

The Bank of New York Mellon

225 Liberty Street
New York, NY 10286
United States

U.S.A. Precious Metals

HSBC Bank, USA, N.A.

452 Fifth Avenue,
New York, NY 10018

Uganda

Stanbic Bank Uganda Limited

Plot 17 Hannington Road
Short Tower- Crested Towers
P.O. Box 7131, Kampala, Uganda

Ukraine

Public Joint Stock Company "Citibank"

16G Dilova Street
03150 Kiev
Ukraine

Uruguay

Banco Itaú Uruguay S.A.

Dr. Luis Bonavita 1266
Toree IV, Piso 10
CP 11300 Montevideo, Uruguay

Venezuela

Citibank N.A., Sucursal Venezuela

Av. Casanova, Centro Comercial El Recreo
Torre Norte, Piso 19
Sabana Grande, Caracas 1050 D.C.
Venezuela

Vietnam

HSBC Bank (Vietnam) Ltd

The Metropolitan, 235 Dong Khoi Street
District 1, Ho Chi Minh City, Vietnam

WAEMU

Société Générale de Banques en Côte d’Ivoire

5/7 Avenue Joseph Anoma
01 BP 1355
Abidjan 01 - Ivory Coast

Zambia

Stanbic Bank Zambia Limited

Stanbic House, Plot 2375,
Addis Ababa Drive
P.O Box 31955
Lusaka, Zambia

Zimbabwe

Stanbic Bank Zimbabwe Limited

59 Samora Machel Avenue,
Harare, Zimbabwe




 EX-99.77Q1 OTHR EXHB 4 q77q1_forsubcustodiansbbh.htm CUSTODY FILE Converted by EDGARwiz

Exhibit 77Q1 – Additional Items

Item 15


Foreign Sub-Custodian Network for Brown Brothers Harriman & Co.

 

 

Market

Subcustodian

Zip Code

City / Country

 

Argentina

CITIBANK, N.A. BUENOS AIRES BRANCH

C1036AAJ

Buenos Aires / Argentina

 

Australia

HSBC BANK AUSTRALIA LIMITED FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

2150

Parramatta / Australia

 

Austria

DEUTSCHE BANK AG

1010

Vienna / Austria

 

Bahrain

HSBC BANK MIDDLE EAST LIMITED, BAHRAIN BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

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 FOR STANDARD CHARTERED BANK

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
BANK OF NEW YORK MELLON

M5J 0B6

Toronto / Canada

 

Chile

Banco de Chile for Citibank N.A.

7550611

Santiago / Chile

 

China

STANDARD CHARTERED BANK (CHINA) LIMITED FOR STANDARD CHARTERED BANK

200120

Shanghai / China

 

Colombia

CITITRUST COLOMBIA S.A., SOCIEDAD FIDUCIARIA FOR CITIBANK, N.A.

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, ORGANIZAČNÍ 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 and Shanghai Banking Corporation Limited (HSBC)

11511

Cairo / Egypt

 

Estonia

SWEDBANK AS FOR NORDEA BANK AB (PUBL)

FI-00020 NORDEA

Tallinn / Finland

 

Finland

NORDEA BANK AB (PUBL), FINNISH BRANCH

FI-00020 NORDEA

Helsinki / Finland

 

France

BNP PARIBAS SECURITIES SERVICES

93500

Paris / France

 

Germany

DEUTSCHE BANK AG

D-65760

Frankfurt / Germany

 

Ghana

STANDARD CHARTERED BANK GHANA LIMITED FOR STANDARD CHARTERED BANK

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 and 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 and 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

20124

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

 

Jordan

Standard Chartered Bank, Jordan Branch

11190

Amman / Jordan

 

Kazakhstan

JSC Citibank Kazakhstan

A25T0A1

Almaty / Kazakhstan

 

Kenya

STANDARD CHARTERED BANK KENYA LIMITED FOR STANDARD CHARTERED BANK

00100

Nairobi / Kenya

 

Kuwait

HSBC BANK MIDDLE EAST LIMITED - KUWAIT BRANCH FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LTD. (HSBC)

13017

Kuwait City, Kuwait

 

Latvia

SWEDBANK AS FOR NORDEA BANK AB (PUBL)

FI-00020 NORDEA

Helsinki / Finland

 

Lituania

SWEDBANK AB FOR 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

The Hongkong and Shanghai Banking Corporation Limited (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

The Hongkong and 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 AB (PUBL), FILIAL I NORGE

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

 

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 (BHW) 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
(HSBC)

 JE4 8UB

Doha / Qatar

 

Romania

CITIBANK EUROPE PLC, DUBLIN - SUCURSALA ROMANIA FOR CITIBANK, N.A.

11745

Bucharest / Romania

 

Russia

AO Citibank for Citibank N.A.

125047

Moscow / Russia

 

Saudi Arabia

HSBC SAUDI ARABIA FOR THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED (HSBC)

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, POBOČKA ZAHRANIČNEJ BANKY FOR CITIBANK, N.A.

811 02

Bratislava / Slovakia

 

Slovenia

UNICREDIT BANKA SLOVENIJA DD FOR UNICREDIT BANKA SLOVENIJA DD & UNICREDIT BANK AUSTRIA AG

1090

Vienna / Austria

 

South Africa

SOCIÉTÉ GÉNÉRALE JOHANNESBURG BRANCH

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

The Hongkong and Shanghai Banking Corporation Limited (HSBC) - Sri Lanka Branch

Not Applicable

Colombo / Sri Lanka

 

Swaziland

STANDARD BANK SWAZILAND LTD. FOR STANDARD BANK OF SOUTH AFRICA LIMITED

Not Applicable

Mbabane / Swaziland

 

Sweden

Skandinaviska Enskilda Banken AB (publ)

SE-106 40

Stockholm / Sweden

 

Switzerland

UBS Switzerland 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

The Hongkong and 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)

1002

Tunis / Tunisia

 

Turkey

Citibank Anonim Sirketi for Citibank N.A.

34394

Istanbul / Turkey

 

Uganda

STANDARD CHARTERED BANK UGANDA LIMITED FOR STANDARD CHARTERED BANK

256

Kampala / Uganda

 

Ukraine

PUBLIC JOINT STOCK COMPANY "CITIBANK" (PJSC "CITIBANK") FOR CITIBANK, N.A.

4070

Kiev / Ukraine

 

United Arab Emirates
(ADX, DFM and NASDAQ Dubai)

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 BANKING CORPORATION LIMITED (HSBC)

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




 EX-99.77Q1 OTHR EXHB 5 q77q1_forsubcustodiansjpm.htm CUSTODY FILE Converted by EDGARwiz

Exhibit 77Q1 – Additional Items

Item 15


Foreign Sub-Custodian Network for J.P. Morgan Chase Bank

 

 MARKET

 SUBCUSTODIAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Argentina S.A.
Bouchard 680, 9th Floor
C1106ABJ Buenos Aires
ARGENTINA

ARGENTINA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.
Level 31, 101 Collins Street
Melbourne 3000
AUSTRALIA

AUSTRALIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UniCredit Bank Austria AG
Julius Tandler Platz - 3
A-1090 Vienna
AUSTRIA

AUSTRIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Middle East Limited
Road No 2832
Al Seef 428
BAHRAIN

BAHRAIN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank
Portlink Tower
Level-6, 67 Gulshan Avenue
Gulshan
Dhaka -1212
BANGLADESH

BANGLADESH

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNP Paribas Securities Services S.C.A.
Central Plaza Building
Rue de Loxum, 25
7th Floor
1000 Brussels
BELGIUM

BELGIUM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Bermuda Limited
6 Front Street
Hamilton HM 11
BERMUDA

BERMUDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank Botswana Limited
5th Floor, Standard House
P.O. Box 496
Queens Road, The Mall
Gaborone
BOTSWANA

BOTSWANA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J.P. Morgan S.A. DTVM
Av. Brigadeiro Faria Lima, 3729, Floor 06
Sao Paulo SP 04538-905
BRAZIL

BRAZIL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank Europe plc
Serdika Offices
10th Floor
48 Sitnyakovo Blvd
Sofia 1505
BULGARIA

BULGARIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canadian Imperial Bank of Commerce
320 Bay Street
Toronto Ontario M5H 4A6
CANADA

Royal Bank of Canada
155 Wellington Street West,
Toronto Ontario M5V 3L3
CANADA

CANADA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Santander Chile
Bandera 140, Piso 4
Santiago
CHILE

CHILE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA

CHINA A-SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA

CHINA B-SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.
48th Floor, One Island East
18 Westlands Road, Quarry Bay

HONG KONG


HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA   
      
      
      
      
      
"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      
"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      
"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      
"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      



"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      







CHINA CONNECT

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120

THE PEOPLE'S REPUBLIC OF CHINA


 
HONG KONG

HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA   
      
      
      
      
      
"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      
"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      
"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      
"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      



"HSBC Bank (China) Company Limited
33/F, HSBC Building, Shanghai ifc
8 Century Avenue, Pudong
Shanghai 200120
THE PEOPLE'S REPUBLIC OF CHINA"      
      
      
      
      
      







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cititrust Colombia S.A.
Carrera 9 A #  99-02, 3rd floor
Bogota
COLOMBIA

COLOMBIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco BCT, S.A.
150 Metros Norte de la Catedral Metropolitana
Edificio BCT
San Jose
COSTA RICA

COSTA RICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Privredna banka Zagreb d.d.
Radnicka cesta 50
10000 Zagreb
CROATIA

CROATIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank plc
109-111, Messogian Ave.
115 26 Athens
GREECE

CYPRUS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UniCredit Bank Czech Republic and Slovakia, a.s.
BB Centrum - FILADELFIE
Zeletavska 1525-1
140 92 Prague 1
CZECH REPUBLIC

CZECH REPUBLIC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nordea Bank AB (publ)
Christiansbro
Strandgade 3
P.O. Box 850
DK-0900 Copenhagen
DENMARK

DENMARK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank, N.A.
4 Ahmed Pasha Street
Garden City
Cairo
EGYPT

EGYPT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swedbank AS
Liivalaia 8
15040 Tallinn
ESTONIA

ESTONIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nordea Bank AB (publ)
Aleksis Kiven katu 3-5
FIN-00020 NORDEA Helsinki
FINLAND

FINLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNP Paribas Securities Services S.C.A.
3, rue d'Antin
75002 Paris
FRANCE

FRANCE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deutsche Bank AG
Alfred-Herrhausen-Allee 16-24
D-65760 Eschborn
GERMANY

J.P. Morgan AG
Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
GERMANY

GERMANY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank Ghana Limited
Accra High Street

P.O. Box 768
Accra
GHANA

GHANA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank plc
Messogion 109-111
11526 Athens
GREECE

GREECE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.
48th Floor, One Island East
18 Westlands Road, Quarry Bay

HONG KONG

HONG KONG

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deutsche Bank AG
Hold utca 27
H-1054 Budapest
HUNGARY

HUNGARY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Islandsbanki hf.
Kirkjusandur 2
IS-155 Reykjavik
ICELAND

ICELAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.
6th Floor, Paradigm ‘B’ Wing
Mindspace, Malad (West)
Mumbai 400 064
INDIA

INDIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PT Bank HSBC Indonesia
Menara Mulia 25th Floor
Jl. Jendral Gatot Subroto Kav. 9-11

Jakarta 12930
INDONESIA

INDONESIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A
25 Bank Street, Canary Wharf
London E14 5JP
UNITED KINGDOM

IRELAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank Leumi le-Israel B.M.
35, Yehuda Halevi Street
65136 Tel Aviv
ISRAEL

ISRAEL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNP Paribas Securities Services S.C.A.
Piazza Lina Bo Bardi, 3
20124 Milan
ITALY

ITALY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mizuho Bank, Ltd.
2-15-1, Konan
Minato-ku
Tokyo 108-6009
JAPAN

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
1-3-2 Nihombashi Hongoku-cho
Chuo-ku
Tokyo 103-0021
JAPAN

JAPAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank
Shmeissani Branch
Al-Thaqafa Street
Building # 2
P.O. Box 926190
Amman
JORDAN

JORDAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JSC Citibank Kazakhstan
Park Palace, Building A, Floor 2
41 Kazybek Bi
Almaty 050010
KAZAKHSTAN

KAZAKHSTAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank Kenya Limited
Chiromo
48 Westlands Road
Nairobi 00100
KENYA

KENYA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Middle East Limited
Kuwait City, Sharq Area
Abdulaziz Al Sager Street
Al Hamra Tower, 37F
Safat 13017
KUWAIT

KUWAIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Swedbank AS
Balasta dambis 1a
Riga LV-1048
LATVIA

LATVIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AB SEB Bankas
12 Gedimino pr.
LT 2600 Vilnius
LITHUANIA

LITHUANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNP Paribas Securities Services S.C.A.
33, Rue de Gasperich
L-5826 Hesperange
LUXEMBOURG

LUXEMBOURG

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Bank Limited, Malawi
1st Floor Kaomba House
Cnr Glyn Jones Road & Victoria Avenue
Blantyre
MALAWI

MALAWI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Malaysia Berhad
2 Leboh Ampang
12th Floor, South Tower
50100 Kuala Lumpur
MALAYSIA

MALAYSIA

 

 

 

 

 

 

 

 

 

 

 

 

 

The Hongkong and Shanghai Banking Corporation Limited
HSBC Centre
18 Cybercity
Ebene
MAURITIUS

MAURITIUS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Nacional de Mexico, S.A.
Act. Roberto Medellin No. 800 3er Piso Norte
Colonia Santa Fe
01210 Mexico, D.F.
MEXICO

MEXICO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Société Générale Marocaine de Banques
55 Boulevard Abdelmoumen
Casablanca 20100
MOROCCO

MOROCCO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Bank Namibia Limited
2nd Floor, Town Square Building
Corner of Werner List and Post Street Mall
P.O. Box 3327
Windhoek
NAMIBIA

NAMIBIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNP Paribas Securities Services S.C.A.
Herengracht 595
1017 CE Amsterdam
NETHERLANDS

NETHERLANDS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.
Level 13, 2 Hunter Street
Wellington 6011
NEW ZEALAND

NEW ZEALAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanbic IBTC Bank Plc
Plot 1712
Idejo Street
Victoria Island
Lagos
NIGERIA

NIGERIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nordea Bank AB (publ)
Essendropsgate 7
P.O. Box 1166
NO-0107 Oslo
NORWAY

NORWAY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Oman S.A.O.G.
2nd Floor Al Khuwair
P.O. Box 1727 PC 111
Seeb
OMAN

OMAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank (Pakistan) Limited
P.O. Box 4896
Ismail Ibrahim Chundrigar Road
Karachi 74000
PAKISTAN

PAKISTAN

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank del Perú S.A.
Av. Canaval y Moreryra 480 Piso 3
San Isidro
Lima 27
PERU

PERU

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Hongkong and Shanghai Banking Corporation Limited
7/F HSBC Centre
3058 Fifth Avenue West
Bonifacio Global City
1634 Taguig City
PHILIPPINES

PHILIPPINES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bank Handlowy w. Warszawie S.A.
ul. Senatorska 16
00-923 Warsaw
POLAND

POLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BNP Paribas Securities Services S.C.A.
Avenida D.João II, Lote 1.18.01, Bloco B,
7º andar
1998-028 Lisbon
PORTUGAL

PORTUGAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Middle East Limited
2nd Floor, Ali Bin Ali Tower
Building 150 (Airport Road)
P.O. Box 57
Doha
QATAR

QATAR

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank Europe plc
145 Calea Victoriei
1st District
010072 Bucharest
ROMANIA

ROMANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

J.P. Morgan Bank International (Limited Liability Company)
10, Butyrsky Val
White Square Business Centre
Floor 12
Moscow 125047
RUSSIA

RUSSIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Saudi Arabia
2/F HSBC Building
7267 Olaya - Al Murooj
Riyadh 12283-2255
SAUDI ARABIA

SAUDI ARABIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unicredit Bank Srbija a.d.
Rajiceva 27-29
11000 Belgrade
SERBIA

SERBIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DBS Bank Ltd
10 Toh Guan Road
DBS Asia Gateway, Level 04-11 (4B)
608838
SINGAPORE

SINGAPORE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UniCredit Bank Czech Republic and Slovakia, a.s.
Sancova 1/A
SK-813 33 Bratislava
SLOVAK REPUBLIC

SLOVAK REPUBLIC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UniCredit Banka Slovenija d.d.
Smartinska 140
SI-1000 Ljubljana
SLOVENIA

SLOVENIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FirstRand Bank Limited
1 Mezzanine Floor, 3 First Place, Bank City
Cnr Simmonds and Jeppe Streets
Johannesburg 2001
SOUTH AFRICA

SOUTH AFRICA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank Korea Limited
47 Jongro, Jongro-Gu
Seoul 03160
SOUTH KOREA

Kookmin Bank Co., Ltd.
84, Namdaemun-ro, Jung-gu
Seoul 100-845
SOUTH KOREA

SOUTH KOREA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Santander Securities Services, S.A.
Ciudad Grupo Santander
Avenida de Cantabria, s/n
Edificio Ecinar, planta baja
Boadilla del Monte
28660 Madrid
SPAIN

SPAIN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Hongkong and Shanghai Banking Corporation Limited
24 Sir Baron Jayatillaka Mawatha
Colombo 1
SRI LANKA

SRI LANKA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nordea Bank AB (publ)
Hamngatan 10
SE-105 71 Stockholm
SWEDEN

SWEDEN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UBS Switzerland AG
45 Bahnhofstrasse
8021 Zurich
SWITZERLAND

SWITZERLAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.
8th Floor, Cathay Xin Yi Trading Building
No. 108, Section 5, Xin Yi Road
Taipei 11047
TAIWAN

TAIWAN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanbic Bank Tanzania Limited
Stanbic Centre
Corner Kinondoni and A.H. Mwinyi Roads
P.O. Box 72648
Dar es Salaam
TANZANIA

TANZANIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank (Thai) Public Company Limited
14th Floor, Zone B
Sathorn Nakorn Tower
90 North Sathorn Road Bangrak
Silom, Bangrak
Bangkok 10500
THAILAND

THAILAND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Republic Bank Limited
9-17 Park Street
Port of Spain
TRINIDAD AND TOBAGO

TRINIDAD AND TOBAGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banque Internationale Arabe de Tunisie, S.A.
70-72 Avenue Habib Bourguiba
P.O. Box 520
Tunis 1000
TUNISIA

TUNISIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank A.S.

Inkilap Mah., Yilmaz Plaza
O. Faik Atakan Caddesi No: 3
34768 Umraniye, Istanbul
TURKEY

TURKEY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank Uganda Limited
5 Speke Road
P.O. Box 7111
Kampala
UGANDA

UGANDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PJSC Citibank
16-G Dilova Street
03150 Kiev
UKRAINE

UKRAINE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Middle East Limited
Emaar Square, Level 4, Building No. 5
P.O. Box 502601
Dubai
UNITED ARAB EMIRATES

UNITED ARAB EMIRATES - ADX

 

 

 

 

HSBC Bank Middle East Limited
Emaar Square, Level 4, Building No. 5
P.O. Box 502601
Dubai
UNITED ARAB EMIRATES

UNITED ARAB EMIRATES - DFM

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank Middle East Limited
Emaar Square, Level 4, Building No. 5
P.O. Box 502601
Dubai
UNITED ARAB EMIRATES

UNITED ARAB EMIRATES - NASDAQ DUBAI

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.
25 Bank Street, Canary Wharf
London E14 5JP
UNITED KINGDOM

Deutsche Bank AG Depository and Clearing Centre
10 Bishops Square
London E1 6EG
UNITED KINGDOM

UNITED KINGDOM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.
4 New York Plaza
New York NY 10004
UNITED STATES

UNITED STATES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco Itaú Uruguay S.A.
Zabala 1463
11000 Montevideo
URUGUAY

URUGUAY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Citibank, N.A.
Avenida Casanova
Centro Comercial El Recreo
Torre Norte, Piso 19
Caracas 1050
VENEZUELA

VENEZUELA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HSBC Bank (Vietnam) Ltd.
Centre Point
106 Nguyen Van Troi Street
Phu Nhuan District
Ho Chi Minh City
VIETNAM

VIETNAM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank Côte d’Ivoire SA
23 Boulevard de la Republique 1
01 B.P. 1141
Abidjan 17
IVORY COAST

WAEMU - BENIN, BURKINA FASO, GUINEA-BISSAU, IVORY COAST, MALI, NIGER, SENEGAL, TOGO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Standard Chartered Bank Zambia Plc
Standard Chartered House
Cairo Road
P.O. Box 32238
Lusaka 10101
ZAMBIA

ZAMBIA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stanbic Bank Zimbabwe Limited
Stanbic Centre, 3rd Floor
59 Samora Machel Avenue
Harare
ZIMBABWE

ZIMBABWE

 

 

 

 




 EX-99.77Q1 OTHR EXHB 6 q77q1_forsubcustodiansnt.htm CUSTODY FILE Converted by EDGARwiz

Exhibit 77Q1 – Additional Items

Item 15

Foreign Sub-Custodian Network for The Northern Trust Company

Country

Subcustodian Name

Subcustodian Postal Address

Argentina

Citibank, N.A.

Bartolome Mitre 502/30, (C1036AAJ) Buenos Aires, Argentina.

Australia

HSBC Bank Australia Limited

HSBC Bank Australia Ltd, Direct Custody and Clearing, Level 5, 10 Smith St, Parramatta, Sydney, New South Wales 2150, Australia

Austria

UniCredit Bank Austria A.G

Julius Tandler-Platz 3, A-1090, Vienna, Austria.

Bahrain

HSBC Bank Middle East Limited

2nd Floor, Building No. 2505, Road No. 2832, Al Seef 428, P O Box 57, Bahrain

Bangladesh

Standard Chartered Bank

Portlink Tower, 67 Gulshan Avenue, Gulshan, Dhaka-1212, Bangladesh

Belgium

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 Chartered House, Queens Road, The Mall, PO 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 Boulevard, Sofia 1505, Bulgaria

CD's - USD

Deutsche Bank AG

Winchester House, 1 Great Winchester Street, London EC2N 2DB

Canada

The Northern Trust Company, Canada

145 King Street West, Suite 1910, Toronto, Ontario, M5H 1J8, Canada

Canada

Royal Bank of Canada

155 Wellington Street West, 7th Floor, Toronto, ON M5V 3K7, Canada

Chile

Banco de Chile

Estado 260, 2nd floor, Santiago, Chile 8320204

China A Share

HSBC Bank (China) Company Limited

33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120)

China (A Shares) through
Shanghai Hong Kong Stock Connect

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

China B Share

HSBC Bank (China) Company Limited

33 Floor, HSBC Building, Shanghai ifc, 8 Century Avenue, Pudong, Shanghai, China (200120)

Clearstream

Clearstream Banking S.A.

42 Avenue JF Kennedy L-2967 Luxembourg

Colombia

Cititrust Colombia S.A. Sociedad Fiduciaria

Carrera 9A No. 99-02 First Floor Santafe de Bogota D.C. Colombia

Costa Rica

Banco Nacional de Costa Rica

Banco Nacional,  Gestión y Custodia de Inversiones,  Dirección General de Finanzas,  San José, Costa Rica, Ave 1 and 3 street 4th, Banco Nacional building 11th floor.

Croatia

UniCredit Bank Austria A.G

Julius Tandler-Platz 3, A-1090, Vienna, Austria.

Cyprus

Citibank Europe plc, Greece Branch

8 Othonos Street, Athens 10557, Greece

Czech Republic

UniCredit Bank Czech Republic and Slovakia, a. s

UniCredit Bank Czech Republic, a.s BB Centrum - Filadelfie Zeletakvsa 1525/1 140 92 Praha 4 - Michle

Denmark

Nordea Bank AB (publ)

Nordea, Postbox 850, DK-0900 Copenhagen C, Denmark

Egypt

Citibank, N.A.

The Boomerang Building, Plot 46, 1st District,
5th Settlement, off Road 90, New Cairo, P.O. Box 213, Post Code 11835, 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 AB (publ)

Aleksis Kiven katu 3-5, VC210, 00020 NORDEA, Finland

France

Deutsche Bank AG

Filiale Amsterdam, Custody & Clearing, Euronext Markets, Investor Services, Global Transaction Banking, De Entree 99 - 197, 1101 HE Amsterdam, Netherlands

Germany

Deutsche Bank AG

Alfred-Herrhausen-Allee 16-24, 65760 Eschborn, Germany

Ghana

Standard Chartered Bank Ghana Limited

Standard Chartered Bank Building, High Street, P.O. Box 768, Accra, Ghana

Greece

Citibank Europe plc, Greece Branch

8 Othonos Street, 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

Hungary

UniCredit Bank Hungary Zrt

Szabadsag ter 5-6, HU-1054, Budapest, Hungary

Iceland
(Market suspended)

Landsbankkinn hf

Custody Division, Vidskiptaumsjon 1, Álfabakki 10, IS-155 Reykjavik, Iceland.

India

Citibank, N.A.

Citibank N.A. Securities Services, FIFC, 11th Floor
C-54 & C-55, G Block, Bandra Kurla Complex, Bandra - East Mumbai 400 098, India

Indonesia

Standard Chartered Bank

Menara Standard Chartered, 5th Floor, Jl. Prof. Dr. Satrio No. 164, Jakarta 12930, Indonesia

Ireland

Euroclear UK and Ireland Limited
(Northern Trust self-custody)

50 Bank Street, Canary Wharf, London, E14 5NT, United Kingdom

Israel

Bank Leumi Le-Israel BM

Level 13, 35 Yehuda Halevi St., Tel Aviv, Israel 61000

Italy

Deutsche Bank SpA

Deutsche bank SpA, DB1 - 1st 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, Jordan Branch

Standard Chartered Bank, Al Thakafa Street, Shmeissani, Amman, Jordan

Kazakhstan

JSC Citibank Kazakhstan

Park Palace, Building A, 2nd Floor, 41, Kazybek Bi street, Almaty, A25T0A1, Kazakhstan

Kenya

Standard Chartered Bank Kenya Limited

48 Westlands Road, P.O.Box 40984 -00100GPO, Nairobi, Kenya

Kuwait

HSBC Bank Middle East Limited

Level 37, Al Hamra Business Tower, Abdulaziz Al Sager Street, Sharq Area, Kuwait City.

Latvia

Swedbank AS

Balasta dambis la, Riga, LV-1048, Latvia

Lithuania

AB SEB Bankas

Gedimino ave. 12, LT- 01103 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

6th Floor, HSBC Centre, 18 Cybercity, Ebene, Mauritius

Mexico

Banco Nacional de Mexico , S.A.

WWSS Division Act.Roberto Medellin 800 3er Piso Norte Colonia Santa Fe Mexico D.F. 01210

Morocco

Societe Generale Marocaine de Banques

55 Boulevard Abdelmoumen, 20100, Casablanca, Morocco

Namibia

Standard Bank Namibia Limited

Standard Bank Centre, 2nd Floor, Town Square Building, Corner Werner List Street & Post Street Mall, Windhoek, Namibia

Netherlands

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

IBTC Place, Walter Carrington Crescent, P O Box 71707, Victoria Island Lagos, Nigeria

Norway

Nordea Bank AB (publ)

P.O.Box 1166 Sentrum N-0107 Oslo, Norway

Oman

HSBC Bank Oman SAOG

Al Khuwair, PO Box 1727 PC 111, Seeb, Sultanate of Oman.

Pakistan

Citibank, N.A.

AWT Plaza I.I Chundrigar Road PO Box 4889 Karachi Pakistan 74200

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 Zwirki Wigury 31, PL-02-091 Warsaw Poland

Portugal

BNP Paribas Securities Services

Grands Moulins de Pantin, 9 rue du Débarcadère, 93500 Pantin - France

Qatar

HSBC Bank Middle East Limited

Security Services Department ( HSS Dept), 2nd Floor, Ali Bin Ali Building, old airport road, Ummghuwalina P.O. Box 57, Grand Hamad Street, Doha, Qatar

Romania

Citibank Europe plc

145 Calea Victoriei, Bucharest, 010072, Romania

Russia

AO Citibank

8-10 bld.1 Gasheka Street, 125047 Moscow, Russian Federation

Saudi Arabia

HSBC Saudi Arabia

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

Dvořákovo nábrežie 8, 811 02 Bratislava, Slovakia

Slovenia

UniCredit Banka Slovenija d.d.

Šmartinska 140 SI-1000, Ljubljana, Slovenia

South Africa

The Standard Bank of South Africa Limited

Third Floor, West Wing, 30 Baker Street, Rosebank, 2196, Johannesburg, South Africa

South Korea

The Hongkong and Shanghai Banking Corporation Limited

5F, Direct Custody and Clearing, HSBC Securities Services, HSBC Building, 37, Chilpae-ro, Jung-gu, Seoul, Korea, 04511 .

Spain

Deutsche Bank S.A.E

Investor Services, Rosario Pino, 14-16, 1st floor., 28020 MADRID

Sri Lanka

Standard Chartered Bank

Standard Chartered Bank, Securities Services Unit, 37, York Street, Colombo1, Sri Lanka

Swaziland

Standard Bank Swaziland Limited

5th Floor, Corporate Place, Swazi Plaza, Mbabane, Swaziland

Sweden

Svenska Handelsbanken AB (PUBL)

Nordic Custody Services, Blasieholmstorg 12, SE-106 70, Stockholm, Sweden

Switzerland

Credit Suisse (Switzerland) Ltd

Uetlibergstrasse 231 CH-8070 Zurich

Taiwan

Bank of Taiwan

16F, No. 1, Songzhi Road, Taipei, Taiwan

Tanzania

Standard Chartered Bank (Mauritius) Limited

6th Floor Raffles Tower, 19 CyperCity, 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

Tunisia

Banque Internationale Arabe de Tunisie

70-72 Avenue Habib Bourguiba, BP 520, 1080 Tunis Cedex, Tunis 1002, Tunisia

Turkey

Deutsche Bank AS

Esentepe Mahallesi Buyukdere Caddesi No.209 Tekfen Tower, Kat:17, 34394 Sisli, Istanbul, Turkey

United Arab Emirates
(ADX)

HSBC Bank Middle East Limited

HSBC Bank Middle East Limited, Global Banking and Markets - HSBC Securities Services UAE, Emaar Square, Building 5, Level 4, PO Box 502601, Dubai, United Arab Emirates.

United Arab Emirates
(DFM)

HSBC Bank Middle East Limited

HSBC Bank Middle East Limited, Global Banking and Markets - HSBC Securities Services UAE, Emaar Square, Building 5, Level 4, PO Box 502601, Dubai, United Arab Emirates.

United Arab Emirates
(NASDAQ)

HSBC Bank Middle East Limited

HSBC Bank Middle East Limited, Global Banking and Markets - HSBC Securities Services UAE, Emaar Square, Building 5, Level 4, PO Box 502601, Dubai, United Arab Emirates.

Uganda

Standard Chartered Bank Uganda Limited

5 Speke Road, P.O. Box, 7111, Kampala, Uganda

Ukraine

PJSC Citibank

16-g, Dilova Str. 03150 Kiev, Ukraine

United Kingdom

Euroclear UK and Ireland Limited
(Northern Trust self-custody)

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
(Market suspended)

Citibank, N.A.

WWSS, Avda. Casanova, Centro Comercial El Recro, Torre Norte, Piso 18, Caracas, Venezuela.

Vietnam

HSBC Bank (Vietnam) Ltd

Centre Point, 106 Nguyen Van Troi Street, Phu Nhuan District, Ho Chi Minh City, Vietnam.

West Africa
(UEMOA)

Standard Chartered Bank (Mauritius) Limited

6th Floor Raffles Tower, 19 CyperCity, Ebene, Mauritius

Zambia

Standard Chartered Bank Zambia plc

2nd Floor, Standard Chartered House, Cairo Road, PO Box 32238, Lusaka 10101, Zambia

Zimbabwe

Standard Chartered Bank (Mauritius) Limited

6th Floor Raffles Tower, 19 CyberCity, Ebene, Mauritius




 EX-99.77Q1 OTHR EXHB 7 q77q1_forsubcustodiansssbt.htm CUSTODY FILE Converted by EDGARwiz

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

Argentina

Citibank, N.A.

Bartolome Mitre 530

1036 Buenos Aires, Argentina

Australia

The Hongkong and Shanghai Banking Corporation Limited

HSBC Securities Services

Level 3, 10 Smith St.

Parramatta, NSW 2150, Australia

Austria

Deutsche Bank AG
(operating through its Frankfurt branch with support from its Vienna branch)

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

Itaú CorpBanca S.A.

Presidente Riesco Street # 5537, Floor 18

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

 

Chang An Xing Rong Plaza

 

Beijing 100032-33, China

China Connect

Citibank N.A.

39/F., Champion Tower

(for China Connect only)

3 Garden Road
Central, Hong Kong

The Hongkong and Shanghai Banking Corporation Limited

Level 30,

(for China Connect only)

HSBC Main Building

 

1 Queen's Road

 

Central, Hong Kong

Standard Chartered Bank (Hong Kong) Limited

15th Floor Standard Chartered Tower

(for China Connect only)

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

Radnička 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)

2 Lampsakou Str.

115 28 Athens, Greece

Czech Republic

Československá obchodní banka, a.s.

Radlická 333/150

150 57 Prague 5, Czech Republic

UniCredit Bank Czech Republic and Slovakia, a.s.

BB Centrum – FILADELFIE

Želetavská 1525/1

140 92 Praha 4 - Michle, Czech Republic

Denmark

Nordea Bank AB (publ), Sweden
(operating through its branch, Nordea Danmark, Filial af Nordea Bank AB (publ), Sverige)

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 branch, Nordea Bank AB (publ), Finnish branch)

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

State Street Bank International GmbH

Brienner Strasse 59

80333 Munich, 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.

2 Lampsakou  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

Shinagawa Intercity Tower A
2-15-1, Konan, Minato-ku

Tokyo 108-6009, 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 A25T0A1, 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

41 Cheonggyecheon-ro

Jongro-ku, Seoul 03188, Korea

The Hongkong and Shanghai Banking Corporation Limited

5F

HSBC Building #37

Chilpae-ro

Jung-gu, Seoul 04511, Korea

Kuwait

HSBC Bank Middle East Limited

Kuwait City, Sharq Area

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

Abdulaziz Al Sager Street

 

Al Hamra Tower, 37F

 

P. O. Box 1683, Safat 13017, Kuwait

Latvia

AS SEB banka

Unicentrs, Valdlauči

LV-1076 Kekavas pag., Rigas raj., Latvia

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

6F 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 branch, Nordea Bank AB (publ), filial i 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

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

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.

235 Federico Costa Street, Suite 315

San Juan, Puerto Rico 00918

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

AO Citibank

8-10 Gasheka Street

Building 1

125047 Moscow, Russia

Saudi Arabia

HSBC Saudi Arabia

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

Rajiceva 27-29

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.

Ŝancová 1/A

813 33 Bratislava, Slovak Republic

Slovenia

UniCredit Banka Slovenija d.d.

Šmartinska 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 Pixley Ka Isaka Seme St.

Johannesburg 2001

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 (Switzerland) Ltd.

Uetlibergstrasse 231

8070 Zurich, Switzerland

UBS Switzerland AG

Max-Högger-Strasse 80-82

CH-8048 Zurich-Alstetten, 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

Tunisia

Union Internationale de Banques

65 Avenue Bourguiba

1000 Tunis, Tunisia

Turkey

Citibank, A.Ş.

Tekfen Tower

Eski Buyukdere Caddesi 209

Kat 3

Levent 34394 Istanbul, Turkey

Deutsche Bank A.Ş.

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 Dilova 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




 EX-99.77Q1 OTHR EXHB 8 q77q1_managementcontract_1.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz




MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY FLEX LARGE CAP GROWTH FUND
and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 18th day of January, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Flex Large Cap Growth Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trust’s Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are “interested persons” of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser undertakes to pay, either itself or through an affiliated company, all expenses involved in the operation of the Fund, except the following, which shall be paid by the Fund:  (i) taxes; (ii) the fees and expenses of all Trustees of the Trust who are not “interested persons” of the Trust or of the Adviser; (iii) brokerage fees and commissions; (iv) interest expenses with respect to borrowings by the Fund; (v) Rule 12b-1 fees, if any; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto.  It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.

(d)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Fund.

2.

It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

3.

The Fund shall not pay the Adviser a fee for the services rendered hereunder.  It is understood that the Fund is available through a fee-based program offered by an affiliated company and that the Adviser shall be compensated for its services out of such fees.   

4.

The services of the Adviser to the Fund are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Fund hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund 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 or other investment instrument.

5.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 5, this Contract shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund.

(b)

This Contract may be modified by mutual consent 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 sub-paragraphs (a) and (b) of this paragraph 5, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund.  This Contract shall terminate automatically in the event of its assignment.

6.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational documents and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other Funds of the Trust.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.

7.

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 “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 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.


 

 

 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Flex Large Cap Growth Fund

 

 

 

 

By

/s/Stacie M. Smith

 

 

Stacie M. Smith

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/William E. Dailey

 

 

William E. Dailey
Treasurer

 

 

 

 

 

 

 

 

 

 

 








 EX-99.77Q1 OTHR EXHB 9 q77q1_managementcontract_2.htm MANAGEMENT CONTRACT FILE Form of Management Contract




MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND

FIDELITY SMALL CAP GROWTH K6 FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 18th day of January, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Small Cap Growth K6 Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trust’s Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are “interested persons” of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser undertakes to pay, either through itself or through an affiliated company, all expenses involved in the operation of the Fund, except the following, which shall be paid by the Fund:  (i) taxes; (ii) the fees and expenses of all Trustees of the Trust who are not “interested persons” of the Trust or of the Adviser; (iii) brokerage fees and commissions; (iv) interest expenses with respect to borrowings by the Fund; (v) Rule 12b-1 fees, if any; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto. It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.

(d)

The Adviser, either itself or through an affiliated company, shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Fund.

2.

It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

3.

For the services and facilities to be furnished hereunder, the Adviser shall receive a monthly management fee, payable monthly by each class of the Fund as soon as practicable after the last day of each month, at the annual rate for each class set forth in Schedule A of the average daily net assets of the class (computed in the manner set forth in the Declaration of Trust) throughout the month.

 In case of initiation or termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4.

The services of the Adviser to the Fund are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Fund hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund 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 or other investment instrument.

5.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 5, this Contract shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund.

(b)

This Contract may be modified by mutual consent 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 sub-paragraphs (a) and (b) of this paragraph 5, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund.  This Contract shall terminate automatically in the event of its assignment.

(e)

In the event that the Fund shall issue any additional classes of shares, Schedule A of this Contract may be modified by mutual consent of the parties to set forth the management fee to be paid by the Adviser with respect to those additional classes of shares.

6.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational documents and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other Funds of the Trust.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.

7.

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 “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 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.


 

 

 

FIDELITY SECURITES FUND

 

on behalf of Fidelity Small Cap Growth K6 Fund

 

 

 

 

By

/s/Stacie M. Smith

 

 

Stacie M. Smith

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/William E. Dailey

 

 

William E. Dailey
Treasurer



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 








Schedule A

Pursuant to paragraph 3 of this Contract, each class will pay a management fee at the annual rate set forth below of the average daily net assets of the class (computed in the manner set forth in the Declaration of Trust throughout the month.

Class

Rate

Fidelity Small Cap Growth K6 Fund

0.60%







 EX-99.77Q1 OTHR EXHB 10 q77q1_managementcontract_3.htm MANAGEMENT CONTRACT FILE Form of Management Contract



MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND

FIDELITY BLUE CHIP GROWTH K6 FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 18th day of January, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Blue Chip Growth K6 Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trust’s Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are “interested persons” of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser undertakes to pay, either through itself or through an affiliated company, all expenses involved in the operation of the Fund, except the following, which shall be paid by the Fund:  (i) taxes; (ii) the fees and expenses of all Trustees of the Trust who are not “interested persons” of the Trust or of the Adviser; (iii) brokerage fees and commissions; (iv) interest expenses with respect to borrowings by the Fund; (v) Rule 12b-1 fees, if any; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including actions, suits or proceedings to which the Fund is or is threatened to be a party and the legal obligation that the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto. It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.

(d)

The Adviser, either itself or through an affiliated company, shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Fund.

2.

It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

3.

For the services and facilities to be furnished hereunder, the Adviser shall receive a monthly management fee, payable monthly by each class of the Fund as soon as practicable after the last day of each month, at the annual rate for each class set forth in Schedule A of the average daily net assets of the class (computed in the manner set forth in the Declaration of Trust) throughout the month.

 In case of initiation or termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4.

The services of the Adviser to the Fund are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Fund hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund 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 or other investment instrument.

5.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 5, this Contract shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund.

(b)

This Contract may be modified by mutual consent 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 sub-paragraphs (a) and (b) of this paragraph 5, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund.  This Contract shall terminate automatically in the event of its assignment.

(e)

In the event that the Fund shall issue any additional classes of shares, Schedule A of this Contract may be modified by mutual consent of the parties to set forth the management fee to be paid by the Adviser with respect to those additional classes of shares.

6.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational documents and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other Funds of the Trust.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.

7.

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 “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 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.


 

 

 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Blue Chip Growth K6 Fund

 

 

 

 

By

/s/Stacie M. Smith

 

 

Stacie M. Smith

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/William E. Dailey

 

 

William E. Dailey
Treasurer

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 








Schedule A

Pursuant to paragraph 3 of this Contract, each class will pay a management fee at the annual rate set forth below of the average daily net assets of the class (computed in the manner set forth in the Declaration of Trust throughout the month.

Class

Rate

Fidelity Blue Chip Growth K6 Fund

0.45%







 EX-99.77Q1 OTHR EXHB 11 q77q1_managementcontract_4.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY BLUE CHIP GROWTH FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Blue Chip Growth Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. Except as otherwise provided in sub–paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than “an appropriate index” (the “Index”).  The Performance Adjustment is not cumulative.  An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index.  The Basic Fee and the Performance Adjustment will be computed as follows:

(a)

Basic Fee Rate:  The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


      Average Group
         Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

1,845 - 2,030

.2019

   over 2,030

.1982


(ii) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

(b)

Basic Fee.  One–twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  The resulting dollar amount comprises the Basic Fee.  

(c)

Performance Adjustment Rate:  The performance period equals 36 months, the current month plus the previous 35 months.  An adjustment to the monthly Basic Fee will be made by applying the Performance Adjustment Rate to the average net assets of the Portfolio over the performance period.  Except as otherwise provided in sub–paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio’s investment performance for the performance period was better or worse than the record of the Index as then constituted.  The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the Portfolio, the Portfolio’s investment performance will be based on the performance of the retail class.

The Portfolio’s investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period.  In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long–term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205–1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d)

Performance Adjustment. One–twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.  The resulting dollar amount is added or deducted from the Basic Fee.

(e)

The Index shall be the Russell 1000 Growth Index.  For the 35–month period commencing on June 1, 2006 (such period hereafter referred to as the Transition Period), the Performance Adjustment Rate shall be calculated by comparing the Portfolio’s investment performance against the blended investment records of the Index and the index used to calculate the Portfolio’s Performance Adjustment prior to the Transition Period (the “Prior Index”), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the the retail class of Portfolio’s investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio’s investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Index’s performance and one less month of the Prior Index’s performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the calculation shall include only the investment record of the Index.

Subject to the requirements of the 1940 Act and the Investment Advisers Act of 1940, 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 of, the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the “Successor Index”).  On the first day of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser), the Performance Adjustment Rate shall be calculated by blending the index investment record of the Successor Index and the then current Index, as provided above in this sub–paragraph.

(f)

In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month.  The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect.  The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36–month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.  

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretative releases or no–action letters of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.

IN WITNESS WHEREOF the parties 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.



 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Blue Chip Growth Fund

 

 

 

 

By

/s/Stacie M. Smith    

 

 

Stacie M. Smith

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer





 EX-99.77Q1 OTHR EXHB 12 q77q1_managementcontract_5.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz



AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY BLUE CHIP VALUE FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Blue Chip Value Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder.  The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment.  Except as otherwise provided in sub–paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than an appropriate index (the “Index”).  The Performance Adjustment is not cumulative.  An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index.  The Basic Fee and the Performance Adjustment will be computed as follows:

(a)

Basic Fee Rate:  The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

1,845 - 2,030
  over  2,030

.2056

.2019

.1982

 

 


(ii) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

(b)

Basic Fee.  One–twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  The resulting dollar amount comprises the Basic Fee.  

(c)

Performance Adjustment Rate:  Except as otherwise provided in sub–paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio’s investment performance for the performance period was better or worse than the record of the Index as then constituted.  The maximum performance adjustment rate is 0.20%.

The performance period will commence with the first day of the first full month following the Portfolio’s commencement of operations.  During the first eleven months of the performance period for the Portfolio, there will be no performance adjustment.  Starting with the twelfth month of the performance period, the performance adjustment will take effect.  Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months.  Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio’s investment performance will be measured by comparing (i) the opening net asset value of one share of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the Portfolio as of the last business day of such period.  In computing the investment performance of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long–term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205–1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d)

Performance Adjustment. One–twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.  

(e)

The Index shall be the Russell 1000 Value Index. Subject to the requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, 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 of, the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the “Successor Index”) as provided in this sub–paragraph. For the 35 month period commencing on the first day of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser) (the “Transition Period”), the Performance Adjustment Rate shall be calculated by comparing the Portfolio’s investment performance against the blended investment records of the Successor Index and the index used to calculate the Portfolio’s Performance Adjustment prior to the Transition Period (the “Prior Index”), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the Portfolio’s investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Successor Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the Portfolio’s investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Successor Index’s performance and one less month of the Prior Index’s performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the Successor Index shall become the Index for purposes of calculating the Performance Adjustment.

(f)

In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month.  The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect.  The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36–month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.

IN WITNESS WHEREOF the parties 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.



 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Blue Chip Value Fund

 

 

 

 

By

/s/Stacie M. Smith    

 

 

Stacie M. Smith

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer





 EX-99.77Q1 OTHR EXHB 13 q77q1_managementcontract_6.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY DIVIDEND GROWTH FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Dividend Growth Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. The Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than the Standard & Poor’s 500 Stock Price Index (the “Index”). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic fee and the Performance Adjustment will be computed as follows:

(a)

Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


       Average Group
     Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

1,845 - 2,030
over 2,030

.2056

.2019

.1982

                  

 

                  

 



(ii)

Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.30%.

 

(b)

Basic Fee. One–twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c)

Performance Adjustment Rate: The Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio’s investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the Portfolio, the Portfolio’s investment performance will be based on the performance of the retail class.

The performance period will commence the first day of the first full month following the retail class’s commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect. Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio’s investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long–term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205–1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d)

Performance Adjustment. One–twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

(e)

In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36–month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent, 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 of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.

IN WITNESS WHEREOF the parties 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.



 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Dividend Growth Fund

 

 

 

 

By

/s/Stacie M. Smith    

 

 

Stacie M. Smith

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer





 EX-99.77Q1 OTHR EXHB 14 q77q1_managementcontract_7.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


AMENDED AND RESTATED
MANAGEMENT CONTRACT
BETWEEN
FIDELITY SECURITIES FUND:
FIDELITY GROWTH & INCOME PORTFOLIO
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Growth & Income Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a)

Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


GROUP FEE RATE SCHEDULE

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

1,845 - 2,030

.2056

.2019

       over 2,030

.1982


(b)

Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.20%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate. One–twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)

In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instruments.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent, 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 of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.




IN WITNESS WHEREOF the parties 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.


 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Growth & Income Portfolio

 

 

 

 

By

/s/Stacie M. Smith    

 

 

Stacie M. Smith

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH
COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer


 

 



 EX-99.77Q1 OTHR EXHB 15 q77q1_managementcontract_8.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND

FIDELITY LEVERAGED COMPANY STOCK FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Leveraged Company Stock Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder.  The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a)

Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


















Average Group
  Assets

 Annualized
    Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

1,845 - 2,030

.2019

over 2,030

.1982



(b)

Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.35%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate.  One–twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c) In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent 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 of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.

IN WITNESS WHEREOF the parties 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.


FIDELITY SECURITIES FUND

on behalf of Fidelity Leveraged Company Stock Fund

 

 

By

/s/Stacie M. Smith    

 

Stacie M. Smith

President and Treasurer

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

By

/s/Harris Komishane    

 

Harris Komishane

Treasurer





EX-99.77Q1 OTHR EXHB 16 q77q1_managementcontract_9.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz

AMENDED AND RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY OTC PORTFOLIO

and

FIDELITY MANAGEMENT & RESEARCH COMPANY


AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity OTC Portfolio (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services. The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services. The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser. The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion. The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor. The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder. The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment. The Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than the NASDAQ Composite Index (the “Index”). The Performance Adjustment is not cumulative. An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index. The Basic Fee and the Performance Adjustment will be computed as follows:

(a)

Basic Fee Rate: The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


GROUP FEE RATE SCHEDULE

Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

1,845 - 2,030

.2056

.2019

over 2,030

.1982



(ii)

Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.35%.

(b)

Basic Fee. One–twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. The resulting dollar amount comprises the Basic Fee.

(c)

Performance Adjustment Rate: The Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest  .01%) that the Portfolio’s investment performance for the performance period was better or worse than the record of the Index as then constituted. The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the Portfolio, the Portfolio’s investment performance will be based on the performance of the retail class.

The performance period will commence with the first day of the first full month following the retail class’s commencement of operations. During the first eleven months of the performance period for the retail class, there will be no performance adjustment. Starting with the twelfth month of the performance period, the performance adjustment will take effect starting with the twelfth month a new month will be added to the performance period until the performance period equals 36 months. Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio’s investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period. In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long–term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205–1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d)

Performance Adjustment. One–twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

(e)

In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month. The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect. The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36–month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service or Management Contracts with the Adviser, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent 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 of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio. This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund. In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee. The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.

IN WITNESS WHEREOF the parties 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.


FIDELITY SECURITIES FUND

on behalf of Fidelity OTC Portfolio


By

/s/Stacie M. Smith    

Stacie M. Smith

President and Treasurer


FIDELITY MANAGEMENT & RESEARCH COMPANY


By

/s/Harris Komishane    

Harris Komishane

Treasurer




 EX-99.77Q1 OTHR EXHB 17 q77q1_managementcontract_10.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY REAL ESTATE INCOME FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between  Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Real Estate Income Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder.  The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Group Fee and an Individual Fund Fee.

(a)

Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

               1,845 - 2,030

.2056

.2019

                 over  2,030

.1982


(b)

Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

The sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate shall constitute the Annual Management Fee Rate.  One–twelfth of the Annual Management Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)

 In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent 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 of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.

IN WITNESS WHEREOF the parties 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.



 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Real Estate Income Fund

 

 

 

 

By

/s/Stacie M. Smith    

 

 

Stacie M. Smith

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH
COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer






 EX-99.77Q1 OTHR EXHB 18 q77q1_managementcontract_11.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SMALL CAP GROWTH FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Small Cap Growth Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder.  The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment.  Except as otherwise provided in the sub–paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than an appropriate index (the “Index”).  The Performance Adjustment is not cumulative.  An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index.  The Basic Fee and the Performance Adjustment will be computed as follows:

(a)

Basic Fee Rate:  The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

               1,845 - 2,030

.2056

.2019

                 over  2,030

.1982


(ii) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be .45%.

(b)

Basic Fee.  One–twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  The resulting dollar amount comprises the Basic Fee.  

(c)

Performance Adjustment Rate:  Except as otherwise provided in sub–paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio’s investment performance for the performance period was better or worse than the record of the Index as then constituted.  The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the portfolio, the portfolio’s investment performance will be based on the performance of the retail class.

The performance period will commence with the first day of the first full month following the retail class’s commencement of operations.  During the first eleven months of the performance period for the retail class, there will be no performance adjustment.  Starting with the twelfth month of the performance period, the performance adjustment will take effect.  Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months.  Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio’s investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period.  In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long–term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205–1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d)

Performance Adjustment. One–twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.  

(e)

The Index shall be the Russell 2000 Growth Index. Subject to the requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, 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 of, the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance Adjustment (the “Successor Index”) as provided in this sub–paragraph. For the 35 month period commencing on the first day of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser) (the “Transition Period”), the Performance Adjustment Rate shall be calculated by comparing the Portfolio’s investment performance against the blended investment records of the Successor Index and the index used to calculate the Portfolio’s Performance Adjustment prior to the Transition Period (the “Prior Index”), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio’s investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the investment record of the Successor Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio’s investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Successor Index’s performance and one less month of the Prior Index’s performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the Successor Index shall become the Index for purposes of calculating the Performance Adjustment.

(f)

In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month.  The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect.  The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36–month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.  

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.

IN WITNESS WHEREOF the parties 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.



 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Small Cap Growth Fund

 

 

 

 

By

/s/Stacie M. Smith    

 

 

Stacie M. Smith

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Harris Komishane

 

 

Harris Komishane

 

 

Treasurer





 EX-99.77Q1 OTHR EXHB 19 q77q1_managementcontract_12.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


AMENDED and RESTATED

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SMALL CAP VALUE FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Fund”), on behalf of Fidelity Small Cap Value Fund (hereinafter called the “Portfolio”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund’s Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Portfolio may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are “interested persons” of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio.  The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Fund’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser 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 the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser 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 Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Fund 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.

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Portfolio.

2.

It is understood that the Trustees, officers and shareholders of the Fund are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise.

3.

The Adviser will be compensated on the following basis for the services and facilities to be furnished hereunder.  The Adviser shall receive a monthly management fee, payable monthly as soon as practicable after the last day of each month, composed of a Basic Fee and a Performance Adjustment.  Except as otherwise provided in the sub-paragraph (e) of this paragraph 3, the Performance Adjustment is added to or subtracted from the Basic Fee depending on whether the Portfolio experienced better or worse performance than an appropriate index (the “Index”).  The Performance Adjustment is not cumulative.  An increased fee will result even though the performance of the Portfolio over some period of time shorter than the performance period has been behind that of the Index, and, conversely, a reduction in the fee will be made for a month even though the performance of the Portfolio over some period of time shorter than the performance period has been ahead of that of the Index.  The Basic Fee and the Performance Adjustment will be computed as follows:

(a)

Basic Fee Rate:  The annual Basic Fee Rate shall be the sum of the Group Fee Rate and the Individual Fund Fee Rate calculated to the nearest millionth decimal place as follows:

(i) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

               1,845 - 2,030

.2056

.2019

                 over  2,030

.1982


(ii) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be .45%.

(b)

Basic Fee.  One–twelfth of the Basic Fee Rate shall be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  The resulting dollar amount comprises the Basic Fee.  

(c)

Performance Adjustment Rate:  Except as otherwise provided in sub-paragraph (e) of this paragraph 3, the Performance Adjustment Rate is 0.02% for each percentage point (the performance of the Portfolio and the Index each being calculated to the nearest .01%) that the Portfolio’s investment performance for the performance period was better or worse than the record of the Index as then constituted.  The maximum performance adjustment rate is 0.20%.

For purposes of calculating the performance adjustment of the portfolio, the portfolio’s investment performance will be based on the performance of the retail class.

The performance period will commence with the first day of the first full month following the retail class’s commencement of operations.  During the first eleven months of the performance period for the retail class, there will be no performance adjustment.  Starting with the twelfth month of the performance period, the performance adjustment will take effect.  Following the twelfth month a new month will be added to the performance period until the performance period equals 36 months.  Thereafter the performance period will consist of the current month plus the previous 35 months.

The Portfolio’s investment performance will be measured by comparing (i) the opening net asset value of one share of the retail class of the Portfolio on the first business day of the performance period with (ii) the closing net asset value of one share of the retail class of the Portfolio as of the last business day of such period.  In computing the investment performance of the retail class of the Portfolio and the investment record of the Index, distributions of realized capital gains, the value of capital gains taxes per share paid or payable on undistributed realized long–term capital gains accumulated to the end of such period and dividends paid out of investment income on the part of the Portfolio, and all cash distributions of the securities included in the Index, will be treated as reinvested in accordance with Rule 205–1 or any other applicable rules under the Investment Advisers Act of 1940, as the same from time to time may be amended.

(d)

Performance Adjustment. One–twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.  

(e)

The Index shall be the Russell 2000 Value Index. Subject to the requirements of the Investment Company Act of 1940 and the Investment Advisers Act of 1940, 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 of, the Commission, the Trustees may designate an alternative appropriate index for purposes of calculating the Performance   Adjustment (the "Successor Index") as provided in this sub-paragraph. For the 35 month period commencing on the first day   of the month following such designation (or such other date as agreed by the Fund, on behalf of the Portfolio, and the Adviser) (the "Transition Period"), the Performance Adjustment Rate shall be calculated by comparing the Portfolio's investment performance against the blended investment records of the Successor Index and the index used to calculate the Portfolio's   Performance Adjustment prior to the Transition Period (the "Prior Index"), such calculation being performed as follows:

For the first month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects the investment record of the Prior Index for the first 35 months of the performance period and the   investment record of the Successor Index for the 36th month of the performance period. For each subsequent month of the Transition Period, the Performance Adjustment Rate shall be calculated by comparing the retail class of the Portfolio's investment performance over the 36 month performance period against a blended index investment record that reflects one additional month of the Successor Index's performance and one less month of the Prior Index's performance. This calculation methodology shall continue until the expiration of the Transition Period, at which time the investment record of the Prior Index shall be eliminated from the Performance Adjustment calculation, and the Successor Index shall become the Index for purposes of calculating the Performance Adjustment.

(f)

In case of termination of this Contract during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect for that month.  The Basic Fee Rate will be computed on the basis of and applied to net assets averaged over that month ending on the last business day on which this Contract is in effect.  The amount of this Performance Adjustment to the Basic Fee will be computed on the basis of and applied to net assets averaged over the 36–month period ending on the last business day on which this Contract is in effect provided that if this Contract has been in effect less than 36 months, the computation will be made on the basis of the period of time during which it has been in effect.  

4.

It is understood that the Portfolio will pay all its expenses, which expenses payable by the Portfolio shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iii) fees and expenses of the Fund’s Trustees other than those who are “interested persons” of the Fund or the Adviser; (iv) legal and audit expenses; (v) custodian, registrar and transfer agent fees and expenses; (vi) fees and expenses related to the registration and qualification of the Fund and the Portfolio’s shares for distribution under state and federal securities laws; (vii) expenses of printing and mailing reports and notices and proxy material to shareholders of the Portfolio; (viii) all other expenses incidental to holding meetings of the Portfolio’s shareholders, including proxy solicitations therefor; (ix) its proportionate share of insurance premiums; (x) its proportionate share of association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiii) such non–recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the Fund’s Trustees and officers with respect thereto.

5.

The services of the Adviser to the Portfolio are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Portfolio hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolio 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub–paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018, and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Portfolio.

(b)

This Contract may be modified by mutual consent subject to the provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretative releases of, the Commission.

(c)

In addition to the requirements of sub–paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Fund who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Portfolio by vote of a majority of the outstanding voting securities of the Portfolio.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Fund’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Fund pursuant to this Contract shall be limited in all cases to the Portfolio and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio or any other Portfolios of the Fund.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Portfolio under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Portfolios.

8.

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 “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 as may be granted by the Commission.




IN WITNESS WHEREOF the parties 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.



 

FIDELITY SECURITIES FUND

 

on behalf of Fidelity Small Cap Value Fund

 

 

 

 

By

/s/Stacie M. Smith    

 

 

Stacie M. Smith

 

 

President and Treasurer

 

 

 

 

FIDELITY MANAGEMENT & RESEARCH

 

 

COMPANY

 

 

 

|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer


 

 



 EX-99.77Q1 OTHR EXHB 20 q77q1_managementcontract_13.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SERIES BLUE CHIP GROWTH FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 1st day of June, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Series Blue Chip Growth Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trust’s Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are “interested persons” of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, any sub-advisers, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.




1 of 3


The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Fund.

2.

It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

3.

The Fund shall not pay the Adviser a fee for the services rendered hereunder.

4.

The Adviser undertakes to pay, either itself or through an affiliated company, all expenses involved in the operation of the Fund, including all expenses allocable at the Fund level, except the following: (i) transfer agent fees, Rule 12b-1 fees and other expenses allocable at the class level; (ii) interest and taxes; (iii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iv) fees and expenses of the Trust’s Trustees other than those who are “interested persons” of the Trust or of the Adviser; (v) custodian fees and expenses; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto.  It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.  It is also understood that the Adviser and/or the Fund may, from time to time, allocate or reallocate expenses between the Fund and any class of the Fund.

5.

The services of the Adviser to the Fund are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Fund hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund.

(b)

This Contract may be modified by mutual consent 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 sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other funds of the Trust.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.

8.

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 “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 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.




FIDELITY SECURITIES FUND


on behalf of Fidelity Series Blue Chip Growth Fund





By

/s/Stacie M. Smith



Stacie M. SmithPresident and Treasurer





FIDELITY MANAGEMENT & RESEARCH COMPANY




|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Jean Raymond



Jean RaymondTreasurer






3 of 3

 EX-99.77Q1 OTHR EXHB 21 q77q1_managementcontract_14.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SERIES REAL ESTATE EQUITY FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 1st day of June, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Series Real Estate Equity Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trust’s Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are “interested persons” of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, any sub-advisers, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.




1 of 3


The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Fund.

2.

It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

3.

The Fund shall not pay the Adviser a fee for the services rendered hereunder.

4.

The Adviser undertakes to pay, either itself or through an affiliated company, all expenses involved in the operation of the Fund, including all expenses allocable at the Fund level, except the following: (i) transfer agent fees, Rule 12b-1 fees and other expenses allocable at the class level; (ii) interest and taxes; (iii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iv) fees and expenses of the Trust’s Trustees other than those who are “interested persons” of the Trust or of the Adviser; (v) custodian fees and expenses; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto.  It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.  It is also understood that the Adviser and/or the Fund may, from time to time, allocate or reallocate expenses between the Fund and any class of the Fund.

5.

The services of the Adviser to the Fund are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Fund hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund.

(b)

This Contract may be modified by mutual consent 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 sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other funds of the Trust.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.

8.

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 “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 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.




FIDELITY SECURITIES FUND


on behalf of Fidelity Series Real Estate Equity Fund





By

/s/Stacie M. Smith



Stacie M. SmithPresident and Treasurer





FIDELITY MANAGEMENT & RESEARCH COMPANY




|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Jean Raymond



Jean RaymondTreasurer






3 of 3

 EX-99.77Q1 OTHR EXHB 22 q77q1_managementcontract_15.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz


MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SERIES REAL ESTATE INCOME FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 1st day of June, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Series Real Estate Income Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trust’s Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are “interested persons” of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, any sub-advisers, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.




1 of 3


The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Fund.

2.

It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

3.

The Fund shall not pay the Adviser a fee for the services rendered hereunder.

4.

The Adviser undertakes to pay, either itself or through an affiliated company, all expenses involved in the operation of the Fund, including all expenses allocable at the Fund level, except the following: (i) transfer agent fees, Rule 12b-1 fees and other expenses allocable at the class level; (ii) interest and taxes; (iii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iv) fees and expenses of the Trust’s Trustees other than those who are “interested persons” of the Trust or of the Adviser; (v) custodian fees and expenses; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto.  It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.  It is also understood that the Adviser and/or the Fund may, from time to time, allocate or reallocate expenses between the Fund and any class of the Fund.

5.

The services of the Adviser to the Fund are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Fund hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund.

(b)

This Contract may be modified by mutual consent 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 sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other funds of the Trust.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.

8.

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 “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 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.




FIDELITY SECURITIES FUND


on behalf of Fidelity Series Real Estate Income Fund





By

/s/Stacie M. Smith



Stacie M. SmithPresident and Treasurer





FIDELITY MANAGEMENT & RESEARCH COMPANY




|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Jean Raymond



Jean RaymondTreasurer






3 of 3

 EX-99.77Q1 OTHR EXHB 23 q77q1_managementcontract_16.htm MANAGEMENT CONTRACT FILE Converted by EDGARwiz

MANAGEMENT CONTRACT

between

FIDELITY SECURITIES FUND:

FIDELITY SERIES SMALL CAP OPPORTUNITIES FUND

and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 1st day of June, 2017, by and between Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the “Trust”), on behalf of Fidelity Series Small Cap Opportunities Fund (hereinafter called the “Fund”), and Fidelity Management & Research Company, a Massachusetts corporation (hereinafter called the “Adviser”) as set forth in its entirety below.

1.

(a)

Investment Advisory Services.  The Adviser undertakes to act as investment adviser of the Fund and shall, subject to the supervision of the Trust’s Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the “1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser.  The Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all officers of the Trust, of all Trustees of the Trust who are “interested persons” of the Trust or of the Adviser and of all personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities.  The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)

Management Services.  The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Trust.  The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Fund, including but not limited to: (i) providing the Fund with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Fund, supervising relations with, and monitoring the performance of, any sub-advisers, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Trust’s existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Fund’s shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Fund as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information or analyses to the Trust as the Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable.  The Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Trust policies, and shall carry out such policies as are adopted by the Trustees.  The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

(c)

The Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Adviser, which may include brokers or dealers affiliated with the Adviser.  The Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Adviser or its affiliates exercise investment discretion.  The Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser 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 Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.




1 of 3

The Adviser shall, in acting hereunder, be an independent contractor.  The Adviser shall not be an agent of the Fund.

2.

It is understood that the Trustees, officers and shareholders of the Trust are or may be or become interested in the Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser are or may be or become similarly interested in the Trust, and that the Adviser may be or become interested in the Trust as a shareholder or otherwise.

3.

The Fund shall not pay the Adviser a fee for the services rendered hereunder.

4.

The Adviser undertakes to pay, either itself or through an affiliated company, all expenses involved in the operation of the Fund, including all expenses allocable at the Fund level, except the following: (i) transfer agent fees, Rule 12b-1 fees and other expenses allocable at the class level; (ii) interest and taxes; (iii) brokerage commissions and other costs in connection with the purchase or sale of securities and other investment instruments; (iv) fees and expenses of the Trust’s Trustees other than those who are “interested persons” of the Trust or of the Adviser; (v) custodian fees and expenses; (vi) expenses of printing and mailing proxy materials to shareholders of the Fund; (vii) all other expenses incidental to holding meetings of the Fund’s shareholders, including proxy solicitations therefor; and (viii) such non-recurring and/or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and the legal obligation which the Fund may have to indemnify the Trust’s Trustees and officers with respect thereto.  It is understood that service charges billed directly to shareholders of the Fund, including charges for exchanges, redemptions, or other services, shall not be payable by the Adviser, but may be received and retained by the Adviser or its affiliates.  It is also understood that the Adviser and/or the Fund may, from time to time, allocate or reallocate expenses between the Fund and any class of the Fund.

5.

The services of the Adviser to the Fund are not to be deemed exclusive, the Adviser 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 Contract, interfere, in a material manner, with the Adviser’s ability to meet all of its obligations with respect to rendering services to the Fund hereunder.  In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund 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 or other investment instrument.

6.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 6, this Contract shall continue in force until July 31, 2018 and indefinitely thereafter, but only so long as the continuance after such date shall be specifically approved at least annually by vote of the Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund.

(b)

This Contract may be modified by mutual consent 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 sub-paragraphs (a) and (b) of this paragraph 6, the terms of any continuance or modification of this Contract must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to the Contract or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.

(d)

Either party hereto may, at any time on sixty (60) days’ prior written notice to the other, terminate this Contract, without payment of any penalty, by action of its Trustees or Board of Directors, as the case may be, or with respect to the Fund by vote of a majority of the outstanding voting securities of the Fund.  This Contract shall terminate automatically in the event of its assignment.

7.

The Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational document and agrees that the obligations assumed by the Trust pursuant to this Contract shall be limited in all cases to the Fund and its assets, and the Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund or any other funds of the Trust.  In addition, the Adviser shall not seek satisfaction of any such obligations from the Trustees or any individual Trustee.  The Adviser understands that the rights and obligations of any Fund under the Declaration of Trust or other organizational document are separate and distinct from those of any and all other Funds.

8.

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.




2 of 3

The terms “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 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.




FIDELITY SECURITIES FUND


on behalf of Fidelity Series Small Cap Opportunities Fund





By

/s/Stacie M. Smith



Stacie M. SmithPresident and Treasurer





FIDELITY MANAGEMENT & RESEARCH COMPANY




|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||

By

/s/Jean Raymond



Jean RaymondTreasurer






3 of 3

 EX-99.77Q1 OTHR EXHB 24 q77q1_subadvisory_1.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz



SUB-ADVISORY AGREEMENT

between

FMR CO., INC.
and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 18th day of January, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

WHEREAS the Adviser has entered into a Management Contract with Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ‘‘Trust”), on behalf of Fidelity Flex Large Cap Growth Fund (hereinafter called the ‘‘Fund”), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1.

(a)  The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Fund’s assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ‘‘1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities.  The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)  The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c)  The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

2.

 As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Fund’s assets managed by the Sub-Adviser during such month.

(a) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over    1,845

.2019

(b)

Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Fund’s assets managed by the Sub-Adviser.  One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)  In case of termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.  It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.

4.

It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Fund.

5.

The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser 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-Adviser’s ability to meet all of its obligations with respect to rendering investment advice hereunder.  The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.

6.

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Fund 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.

7.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 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 Fund.

(b)

This Agreement may be modified by mutual consent 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 interpretive releases or no-action letters of, the Commission or its staff.

(c)

In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such 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 Adviser, the Sub-Adviser or the Fund 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 by vote of a majority of its outstanding voting securities.  This Agreement shall terminate automatically upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser.  This Agreement shall terminate automatically in the event of its assignment.

8.

The Sub-Adviser 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 Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund.  Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9.

 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 Investment Company Act of 1940 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 Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.


 

FMR CO., INC.

 

 

 

BY:

/s/Jean Raymond___________________________

 

 

Jean Raymond

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Jean Raymond___________________________

 

 

Jean Raymond

 

 

Treasurer

 

 

 








 EX-99.77Q1 OTHR EXHB 25 q77q1_subadvisory_2.htm SUB ADVISORY AGREEMENT New Sub-Advisory Agreement (Domestic Affiliates)





SUB-ADVISORY AGREEMENT

between

FMR CO., INC.
and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 18th day of January, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

WHEREAS the Adviser has entered into a Management Contract with Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ‘‘Trust”), on behalf of Fidelity Small Cap Growth K6 Fund (hereinafter called the ‘‘Fund”), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1.

(a)  The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Fund’s assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ‘‘1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities.  The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)  The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c)  The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

2.

 As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Fund’s assets managed by the Sub-Adviser during such month.

(a) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over   1,845

.2019


(b)

Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.45%.

The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Fund’s assets managed by the Sub-Adviser.  One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)  In case of termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.  It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.

4.

It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Fund.

5.

The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser 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-Adviser’s ability to meet all of its obligations with respect to rendering investment advice hereunder.  The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.

6.

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Fund 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.

7.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 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 Fund.

(b)

This Agreement may be modified by mutual consent 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 interpretive releases or no-action letters of, the Commission or its staff.

(c)

In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such 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 Adviser, the Sub-Adviser or the Fund 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 by vote of a majority of its outstanding voting securities.  This Agreement shall terminate automatically upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser.  This Agreement shall terminate automatically in the event of its assignment.

8.

The Sub-Adviser 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 Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund.  Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9.

 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 Investment Company Act of 1940 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 Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.


 

FMR CO., INC.

 

 

 

BY:

/s/Jean Raymond

 

 

Jean Raymond

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Jean Raymond

 

 

Jean Raymond

 

 

Treasurer

 

 

 








 EX-99.77Q1 OTHR EXHB 26 q77q1_subadvisory_3.htm SUB ADVISORY AGREEMENT New Sub-Advisory Agreement (Domestic Affiliates)






SUB-ADVISORY AGREEMENT

between

FMR CO., INC.
and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT made this 18th day of January, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

WHEREAS the Adviser has entered into a Management Contract with Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ‘‘Trust”), on behalf of Fidelity Blue Chip Growth K6 Fund (hereinafter called the ‘‘Fund”), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1.

(a)  The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Fund’s assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ‘‘1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities.  The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)  The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c)  The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

2.

 As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Fund’s assets managed by the Sub-Adviser during such month.

(a) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over   1,845

.2019


(b)

Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Fund’s assets managed by the Sub-Adviser.  One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)  In case of termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.  It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.

4.

It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Fund.

5.

The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser 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-Adviser’s ability to meet all of its obligations with respect to rendering investment advice hereunder.  The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.

6.

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Fund 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.

7.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 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 Fund.

(b)

This Agreement may be modified by mutual consent 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 interpretive releases or no-action letters of, the Commission or its staff.

(c)

In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such 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 Adviser, the Sub-Adviser or the Fund 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 by vote of a majority of its outstanding voting securities.  This Agreement shall terminate automatically upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser.  This Agreement shall terminate automatically in the event of its assignment.

8.

The Sub-Adviser 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 Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund.  Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9.

 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 Investment Company Act of 1940 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 Agreement to be executed under seal by their duly authorized officers as of the date first mentioned above.


 

FMR CO., INC.

 

 

 

BY:

/s/Jean Raymond

 

 

Jean Raymond

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Jean Raymond

 

 

Jean Raymond

 

 

Treasurer

 

 

 








 EX-99.77Q1 OTHR EXHB 27 q77q1_subadvisory_4.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz



SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (Hong Kong) LIMITED

AGREEMENT made this 18th day of January 2017, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Hong Kong) 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 sum of a Group Fee Rate and an Individual Fund Fee Rate 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 fees paid the Advisor receives from its affiliates for its services with respect to the Portfolio).

(1) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over   1,845

.2019

(2)

Individual Fund Fee Rate. The Individual Fund Fee Rate for each Portfolio shall be the respective rate set forth on Schedule A attached hereto.

(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, 2018 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 Management & Research (Hong Kong) Limited

 

 

 

BY:

/s/Jean Raymond___________________________

 

 

Jean Raymond

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Jean Raymond___________________________

 

 

Jean Raymond

 

 

Treasurer






 EX-99.77Q1 OTHR EXHB 28 q77q1_subadvisory_5.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz




SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (Hong Kong) LIMITED

AGREEMENT made this 18th day of January 2017, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Hong Kong) 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 sum of a Group Fee Rate and an Individual Fund Fee Rate 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 fees paid  the Advisor receives from its affiliates for its services  with respect to the Portfolio) (the minimum fee described in this provision being referred to herein as the “Minimum Investment Management Fee”).

(1) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average GroupAssets

Annualized Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over   1,845

.2019


(2)

Individual Fund Fee Rate.  The Individual Fund Fee Rate for each Portfolio shall be the respective rate set forth on Schedule A attached hereto.

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, 2018 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 MANAGEMENT & RESEARCH (HONG KONG) LIMITED




BY:

/s/Jean Raymond



Jean Raymond



Treasurer




FIDELITY MANAGEMENT & RESEARCH COMPANY




BY:

/s/Jean Raymond



Jean Raymond



Treasurer

 









 EX-99.77Q1 OTHR EXHB 29 q77q1_subadvisory_6.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz



SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and
FIDELITY MANAGEMENT & RESEARCH (Japan) LIMITED

AGREEMENT made this 18th day of January 2017, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Japan) 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 sum of a Group Fee Rate and an Individual Fund Fee Rate 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 fees paid the Advisor receives from its affiliates for its services with respect to the Portfolio).

(1) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over   1,845

.2019

(2)

Individual Fund Fee Rate. The Individual Fund Fee Rate for each Portfolio shall be the respective rate set forth on Schedule A attached hereto.

(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, 2018 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 Management & Research (Japan) Limited

 

 

 

BY:

/s/J. Clay Luby_______________________

 

 

J. Clay Luby

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Jean Raymond_____________________

 

 

Jean Raymond

 

 

Treasurer






 EX-99.77Q1 OTHR EXHB 30 q77q1_subadvisory_7.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz

SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (JAPAN) LIMITED

AGREEMENT AMENDED and RESTATED as of this 1st day of June 2017, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Japan) 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 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



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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 or its affiliates agree 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 or its affiliates, 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 or its affiliates agree to pay the Sub-Advisor a monthly Investment Management Fee.  The Investment Management Fee shall be equal to: with respect to each investment account managed by the Advisor or its affiliates that invests in the Portfolio in any given month (a “Participating Account”) (i) 50% of the monthly management fee rate that the Participating Account is obligated to pay the Advisor or its affiliates under the management contract, multiplied by (ii) the monthly average net assets of the Participating Account invested in the Portfolio for such month, further multiplied by (iii) 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 or its affiliates pursuant to the management contract with the Participating Account) (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 Participating Account exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor or its affiliates waive all or a portion of the management fee or reimburses the Participating Account 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 (iii), subject to the



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Minimum Investment Management Fee.  If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor or its affiliates subsequently recover all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor or its affiliates 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, 2018 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.




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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.





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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.



FIDELITY MANAGEMENT & RESEARCH (JAPAN) LIMITED


BY:

_/s/ J. Clay Luby___________


J. Clay Luby

Treasurer




FIDELITY MANAGEMENT & RESEARCH COMPANY


BY:

_/s/ Jean Raymond_________


Jean Raymond


Treasurer





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 EX-99.77Q1 OTHR EXHB 31 q77q1_subadvisory_8.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz

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 June 2017, 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 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



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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 or its affiliates agree 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 or its affiliates, 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 or its affiliates agree to pay the Sub-Advisor a monthly Investment Management Fee.  The Investment Management Fee shall be equal to: with respect to each investment account managed by the Advisor or its affiliates that invests in the Portfolio in any given month (a “Participating Account”) (i) 50% of the monthly management fee rate that the Participating Account is obligated to pay the Advisor or its affiliates under the management contract, multiplied by (ii) the monthly average net assets of the Participating Account invested in the Portfolio for such month, further multiplied by (iii) 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 or its affiliates pursuant to the management contract with the Participating Account) (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 Participating Account exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor or its affiliates waive all or a portion of the management fee or reimburses the Participating Account 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 (iii), subject to the



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Minimum Investment Management Fee.  If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor or its affiliates subsequently recover all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor or its affiliates 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, 2018 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.




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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.





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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



BY:

_/s/ Mark D. Flaherty________


Mark D. Flaherty


Director


FIDELITY MANAGEMENT & RESEARCH COMPANY


BY:

_/s/ Jean Raymond____________


Jean Raymond


Treasurer





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 EX-99.77Q1 OTHR EXHB 32 q77q1_subadvisory_9.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz


     AMENDED AND RESTATED

SUB-ADVISORY AGREEMENT

between

FMR CO., INC.
and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

WHEREAS the Adviser has entered into a Management Contract with Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ‘‘Trust”), on behalf of Fidelity Series Blue Chip Growth Fund (hereinafter called the ‘‘Fund”), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1.

(a)  The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Fund’s assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ‘‘1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities.  The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)  The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c)  The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

2.

 As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Fund’s assets managed by the Sub-Adviser during such month.

(a) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      1,845 - 2,030

.2019

              Over 2,030

.1982

(b) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Fund’s assets managed by the Sub-Adviser.  One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)  In case of initiation or termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.  It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.

4.

It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Fund.

5.

The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser 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-Adviser’s ability to meet all of its obligations with respect to rendering investment advice hereunder.  The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.

6.

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Fund 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.

7.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 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 Fund.

(b)

This Agreement may be modified by mutual consent 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 interpretive releases or no-action letters of, the Commission or its staff.

(c)

In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such 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 Adviser, the Sub-Adviser or the Fund 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 by vote of a majority of its outstanding voting securities.  This Agreement shall terminate automatically upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser.  This Agreement shall terminate automatically in the event of its assignment.

8.

The Sub-Adviser 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 Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund.  Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9.

 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 Investment Company Act of 1940 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 CO., INC.

 

 

 

BY:

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer

 

 

 






EX-99.77Q1 OTHR EXHB 33 q77q1_subadvisory_10.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz


     AMENDED AND RESTATED

SUB-ADVISORY AGREEMENT

between

FMR CO., INC.
 and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

WHEREAS the Adviser has entered into a Management Contract with  Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ‘‘Trust”), on behalf of Fidelity Series Real Estate Equity Fund (hereinafter called the ‘‘Fund”), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1.

(a)  The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Fund’s assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ‘‘1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities.  The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)  The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c)  The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

2.

 As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Fund’s assets managed by the Sub-Adviser during such month.

(a) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      1,845 - 2,030

.2019

              Over 2,030

.1982

(b) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Fund’s assets managed by the Sub-Adviser.  One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)  In case of initiation or termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.  It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.

4.

It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Fund.

5.

The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser 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-Adviser’s ability to meet all of its obligations with respect to rendering investment advice hereunder.  The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.

6.

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Fund 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.

7.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 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 Fund.

(b)

This Agreement may be modified by mutual consent 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 interpretive releases or no-action letters of, the Commission or its staff.

(c)

In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such 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 Adviser, the Sub-Adviser or the Fund 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 by vote of a majority of its outstanding voting securities.  This Agreement shall terminate automatically upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser.  This Agreement shall terminate automatically in the event of its assignment.

8.

The Sub-Adviser 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 Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund.  Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9.

 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 Investment Company Act of 1940 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 CO., INC.

 

 

 

BY:

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer

 

 

 






 EX-99.77Q1 OTHR EXHB 34 q77q1_subadvisory_11.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz


     AMENDED AND RESTATED

SUB-ADVISORY AGREEMENT

between

FMR CO., INC.
and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

WHEREAS the Adviser has entered into a Management Contract with Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ‘‘Trust”), on behalf of Fidelity Series Real Estate Income Fund (hereinafter called the ‘‘Fund”), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1.

(a)  The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Fund’s assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ‘‘1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities.  The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)  The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c)  The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

2.

 As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Fund’s assets managed by the Sub-Adviser during such month.

(a) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      1,845 - 2,030

.2019

              Over 2,030

.1982

(b) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.30%.

The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Fund’s assets managed by the Sub-Adviser.  One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)  In case of initiation or termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.  It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.

4.

It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Fund.

5.

The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser 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-Adviser’s ability to meet all of its obligations with respect to rendering investment advice hereunder.  The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.

6.

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Fund 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.

7.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 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 Fund.

(b)

This Agreement may be modified by mutual consent 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 interpretive releases or no-action letters of, the Commission or its staff.

(c)

In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such 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 Adviser, the Sub-Adviser or the Fund 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 by vote of a majority of its outstanding voting securities.  This Agreement shall terminate automatically upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser.  This Agreement shall terminate automatically in the event of its assignment.

8.

The Sub-Adviser 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 Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund.  Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9.

 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 Investment Company Act of 1940 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 CO., INC.

 

 

 

BY:

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer

 

 

 






 EX-99.77Q1 OTHR EXHB 35 q77q1_subadvisory_12.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz


     AMENDED AND RESTATED

SUB-ADVISORY AGREEMENT

between

FMR CO., INC.
 and

FIDELITY MANAGEMENT & RESEARCH COMPANY

AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2017, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).

WHEREAS the Adviser has entered into a Management Contract with Fidelity Securities Fund, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the ‘‘Trust”), on behalf of Fidelity Series Small Cap Opportunities Fund (hereinafter called the ‘‘Fund”), pursuant to which the Adviser is to act as investment manager and adviser to the Fund, and

WHEREAS the Sub-Adviser was formed for the purpose of providing investment management of equity and high income funds and advising generally with respect to equity and high income instruments.

NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:

1.

(a)  The Sub-Adviser shall, subject to the supervision of the Adviser, direct the investments of all or such portion of the Fund’s assets as the Adviser shall designate in accordance with the investment objective, policies and limitations as provided in the Fund’s Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the ‘‘1940 Act”), and such other limitations as the Fund may impose by notice in writing to the Adviser or Sub-Adviser.  The Sub-Adviser shall also furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund; and shall pay the salaries and fees of all personnel of the Sub-Adviser performing services for the Fund relating to research, statistical and investment activities.  The Sub-Adviser is authorized, in its discretion and without prior consultation with the Fund or the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Fund.  The investment policies and all other actions of the Fund are and shall at all times be subject to the control and direction of the Trust’s Board of Trustees.

(b)  The Sub-Adviser shall also furnish such reports, evaluations, information or analyses to the Trust and the Adviser as the Trust’s Board of Trustees or the Adviser may request from time to time or as the Sub-Adviser may deem to be desirable.  The Sub-Adviser shall make recommendations to the Trust’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees.  The Sub-Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Sub-Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Agreement and which are not otherwise furnished by the Adviser.

(c)  The Sub-Adviser shall place all orders for the purchase and sale of portfolio securities for the Fund’s account with brokers or dealers selected by the Sub-Adviser, which may include brokers or dealers affiliated with the Adviser or Sub-Adviser.  The Sub-Adviser shall use its best efforts to seek to execute portfolio transactions at prices which are advantageous to the Fund 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 Fund and/or the other accounts over which the Sub-Adviser, Adviser or their affiliates exercise investment discretion.  The Sub-Adviser is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser 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-Adviser and its affiliates have with respect to accounts over which they exercise investment discretion.  The Trustees of the Trust shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods of time were reasonable in relation to the benefits to the Fund.

2.

 As compensation for the services to be furnished by the Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee, payable monthly as soon as practicable after the last day of each month, equal to 50% of the sum of a Group Fee Rate and an Individual Fund Fee Rate in respect of that portion of the Fund’s assets managed by the Sub-Adviser during such month.

(a) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      1,845 - 2,030

.2019

              Over 2,030

.1982

(b) Individual Fund Fee Rate.  The Individual Fund Fee Rate shall be 0.45%.

The Annual Sub-Advisory Fee Rate shall be 50% of the sum of the Group Fee Rate, calculated as described above to the nearest millionth, and the Individual Fund Fee Rate, in respect of the portion of the Fund’s assets managed by the Sub-Adviser.  One-twelfth of the Annual Sub-Advisory Fee Rate shall be applied to the average of the net assets of the Fund managed by the Sub-Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.

(c)  In case of initiation or termination of this Agreement during any month, the fee for that month shall be reduced proportionately on the basis of the number of business days during which it is in effect, and the fee computed upon the average net assets for the business days it is so in effect for that month.  It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the Adviser or the Sub-Adviser as directors, officers or otherwise and that directors, officers and stockholders of the Adviser or the Sub-Adviser are or may be or become similarly interested in the Trust, and that the Adviser or the Sub-Adviser may be or become interested in the Trust as a shareholder or otherwise.

4.

It is understood that the Fund will pay all its expenses other than those expressly stated to be payable by the Sub-Adviser hereunder or by the Adviser under the Management Contract with the Fund.

5.

The Services of the Sub-Adviser to the Adviser are not to be deemed to be exclusive, the Sub-Adviser 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-Adviser’s ability to meet all of its obligations with respect to rendering investment advice hereunder.  The Sub-Adviser shall for all purposes be an independent contractor and not an agent or employee of the Adviser or the Trust.

6.

In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Fund 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.

7.

(a)

Subject to prior termination as provided in sub-paragraph (d) of this paragraph 7, this Agreement shall continue in force until July 31, 2018 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 Fund.

(b)

This Agreement may be modified by mutual consent 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 interpretive releases or no-action letters of, the Commission or its staff.

(c)

In addition to the requirements of sub-paragraphs (a) and (b) of this paragraph 7, the terms of any continuance or modification of the Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to such 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 Adviser, the Sub-Adviser or the Fund 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 by vote of a majority of its outstanding voting securities.  This Agreement shall terminate automatically upon the termination of the Management Contract between the Trust, on behalf of the Fund, and the Adviser.  This Agreement shall terminate automatically in the event of its assignment.

8.

The Sub-Adviser 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 Fund arising in connection with this Agreement shall be limited in all cases to the Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders or any shareholder of the Fund.  Nor shall the Sub-Adviser seek satisfaction of any such obligation from the Trustees or any individual Trustee.

9.

 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 Investment Company Act of 1940 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 CO., INC.

 

 

 

BY:

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Harris Komishane    

 

 

Harris Komishane

 

 

Treasurer

 

 

 






 EX-99.77Q1 OTHR EXHB 36 q77q1_subadvisory_13.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz

SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (HONG KONG) LIMITED

AGREEMENT AMENDED and RESTATED as of this 1st day of June 2017, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Hong Kong) 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 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



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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 or its affiliates agree 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 or its affiliates, 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 or its affiliates agree to pay the Sub-Advisor a monthly Investment Management Fee.  The Investment Management Fee shall be equal to: with respect to each investment account managed by the Advisor or its affiliates that invests in the Portfolio in any given month (a “Participating Account”) (i) 50% of the monthly management fee rate that the Participating Account is obligated to pay the Advisor or its affiliates under the management contract, multiplied by (ii) the monthly average net assets of the Participating Account invested in the Portfolio for such month, further multiplied by (iii) 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 or its affiliates pursuant to the management contract with the Participating Account) (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 Participating Account exceed any applicable expense limitation imposed by any state or federal securities laws or regulations, and the Advisor or its affiliates waive all or a portion of the management fee or reimburses the Participating Account 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 (iii), subject to the



2 of 5

Minimum Investment Management Fee.  If the Sub-Advisor reduces its fees to reflect such waivers or reimbursements and the Advisor or its affiliates subsequently recover all or any portion of such waivers or reimbursements, then the Sub-Advisor shall be entitled to receive from the Advisor or its affiliates 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, 2018 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.




3 of 5

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.





4 of 5

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.



FIDELITY MANAGEMENT & RESEARCH (HONG KONG) LIMITED


BY:

_/s/ Jean Raymond_________


Jean Raymond

Treasurer




FIDELITY MANAGEMENT & RESEARCH COMPANY


BY:

_/s/ Jean Raymond_________


Jean Raymond


Treasurer





5 of 5

 EX-99.77Q1 OTHR EXHB 37 q77q1_subadvisory_14.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz




SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FIDELITY MANAGEMENT & RESEARCH (Japan) LIMITED

AGREEMENT made this 18th day of January 2017, by and between Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Advisor”), and Fidelity Management & Research (Japan) 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 sum of a Group Fee Rate and an Individual Fund Fee Rate 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 fees paid  the Advisor receives from its affiliates for its services  with respect to the Portfolio) (the minimum fee described in this provision being referred to herein as the “Minimum Investment Management Fee”).

(1) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts








with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average GroupAssets

Annualized Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over   1,845

.2019


(2)

Individual Fund Fee Rate.  The Individual Fund Fee Rate for each Portfolio shall be the respective rate set forth on Schedule A attached hereto.









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, 2018 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 MANAGEMENT & RESEARCH (JAPAN) LIMITED




BY:

/s/J. Clay Luby



J. Clay Luby



Treasurer




FIDELITY MANAGEMENT & RESEARCH COMPANY




BY:

/s/Jean Raymond



Jean Raymond



Treasurer











 EX-99.77Q1 OTHR EXHB 38 q77q1_subadvisory_15.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz



SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FMR INVESTMENT MANAGEMENT (UK) LIMITED

AGREEMENT made this 18th day of January 2017, 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 (UK) 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 sum of a Group Fee Rate and an Individual Fund Fee Rate 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 fees paid the Advisor receives from its affiliates for its services with respect to the Portfolio).

(1) Group Fee Rate. The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month. For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts with Fidelity SelectCo, LLC are included. The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average Group
Assets

Annualized
Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over   1,845

.2019

(2)

Individual Fund Fee Rate. The Individual Fund Fee Rate for each Portfolio shall be the respective rate set forth on Schedule A attached hereto.

(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, 2018 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 (UK) Limited

 

 

 

BY:

/s/William E. Dailey___________________________

 

 

William E. Dailey

 

 

Treasurer

 

 

 

FIDELITY MANAGEMENT & RESEARCH COMPANY

 

 

 

BY:

/s/Jean Raymond  ___________________________

 

 

Jean Raymond

 

 

Treasurer






 EX-99.77Q1 OTHR EXHB 39 q77q1_subadvisory_16.htm SUB ADVISORY AGREEMENT Converted by EDGARwiz




SUB-ADVISORY AGREEMENT

between

FIDELITY MANAGEMENT & RESEARCH COMPANY

and

FMR INVESTMENT MANAGEMENT (U.K.) LIMITED

AGREEMENT made this 18th day of January 2017, 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 sum of a Group Fee Rate and an Individual Fund Fee Rate 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 fees paid  the Advisor receives from its affiliates for its services  with respect to the Portfolio) (the minimum fee described in this provision being referred to herein as the “Minimum Investment Management Fee”).

(1) Group Fee Rate.  The Group Fee Rate shall be based upon the monthly average of the net assets of the registered investment companies having Advisory and Service or Management Contracts with the Adviser (computed in the manner set forth in the Trust’s Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month.  For this purpose, the monthly average net assets of registered investment companies that previously had Advisory and Service or Management Contracts with the Adviser and currently have Advisory and Service or Management Contracts








with Fidelity SelectCo, LLC are included.  The Group Fee Rate shall be determined on a cumulative basis pursuant to the following schedule:


Average GroupAssets

Annualized Rate

0 - $3 billion

.5200%

3 - 6

.4900

6 - 9

.4600

9 - 12

.4300

12 - 15

.4000

15 - 18

.3850

18 - 21

.3700

21 - 24

.3600

24 - 30

.3500

30 - 36

.3450

36 - 42

.3400

42 - 48

.3350

48 - 66

.3250

66 - 84

.3200

84 - 102

.3150

102 - 138

.3100

138 - 174

.3050

174 - 210

.3000

210 - 246

.2950

246 - 282

.2900

282 - 318

.2850

318 - 354

.2800

354 - 390

.2750

390 - 426

.2700

426 - 462

.2650

462 - 498

.2600

498 - 534

.2550

534 - 587

.2500

587 - 646

.2463

646 - 711

.2426

711 - 782

.2389

782 - 860

.2352

860 - 946

.2315

946 - 1,041

.2278

1,041 - 1,145

.2241

1,145 - 1,260

.2204

1,260 - 1,386

.2167

1,386 - 1,525

.2130

1,525 - 1,677

.2093

1,677 - 1,845

.2056

      over   1,845

.2019


(2)

Individual Fund Fee Rate.  The Individual Fund Fee Rate for each Portfolio shall be the respective rate set forth on Schedule A attached hereto.









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, 2018 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




BY:

/s/William E. Dailey



William E. Dailey



Treasurer




FIDELITY MANAGEMENT & RESEARCH COMPANY




BY:

/s/Jean Raymond



Jean Raymond



Treasurer