Securities Act of 1933 Registration No. 002-41839
Investment Company Act of 1940 Registration No. 811-02105
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
[ ] Pre-Effective Amendment No. ______
[X] Post-Effective Amendment No. __ 543 __
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
[X] Amendment No. __ 543 __
Fidelity Salem Street Trust
(Exact Name of Registrant as Specified in Charter)
245 Summer Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices)(Zip Code)
Registrant ’s Telephone Number: 617-563-7000
Cynthia Lo Bessette, Secretary and Chief Legal Officer
245 Summer Street
Boston, Massachusetts 02210
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on October 29, 2022 pursuant to paragraph (b) of Rule 485 at 12:01 a.m. Eastern Time.
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
![]()
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
|
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
(fees paid directly from your investment)
|
None
|
Management fee
A
|
0.54
%
|
Distribution and/or Service (12b-1) fees
|
None
|
Other expenses
|
1.04
%
|
Total annual operating expenses
|
1.58
%
|
Fee waiver and/or expense reimbursement
B
|
0.88
%
|
Total annual operating expenses after fee waiver and/or expense reimbursement
|
0.70
%
|
1 year
|
$
|
72
|
3 years
|
$
|
289
|
5 years
|
$
|
657
|
10 years
|
$
|
1,696
|
Additional purchases:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
|
Redemptions:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035
|
Electronic Funds Transfer: electronic money movement through the Automated Clearing House
|
Wire: electronic money movement through the Federal Reserve wire system
|
Automatic Transactions: periodic (automatic) transactions
|
Fund Name
|
Dividends Paid
|
Fidelity® Tactical Bond Fund
|
Declares daily and pays monthly
|
Fund Name
|
Capital Gains Paid
|
Fidelity® Tactical Bond Fund
|
October, December
|
Fund
|
Group Fee Rate
|
Individual Fund Fee Rate
|
||
Fidelity® Tactical Bond Fund
|
0.10%
|
0.45%
|
Fidelity® Tactical Bond Fund
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.156
|
|
Net realized and unrealized gain (loss)
|
(.884)
|
|
Total from investment operations
|
(.728)
|
|
Distributions from net investment income
|
(.122)
|
|
Total distributions
|
(.122)
|
|
Net asset value, end of period
|
$
|
9.15
|
Total Return
D,E
|
(7.30)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
1.63%
H
|
|
Expenses net of fee waivers, if any
|
.75%
H
|
|
Expenses net of all reductions
|
.75%
H
|
|
Net investment income (loss)
|
2.98%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
16,048
|
Portfolio turnover rate
I
|
96%
H
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-02105
|
1.9904494.102
|
TBF-PRO-1022
|
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
![]()
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
|
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
|
Sales Charge Waiver Policies Applied by Certain Intermediaries |
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
|
Maximum sales charge (load) on purchases (as a % of offering price)
|
4.00
%
|
4.00
%
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption
proceeds)
|
None
A
|
None
A
|
1.00
%
B
|
None
|
None
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
|
Management fee
A
|
0.54
%
|
0.54
%
|
0.54
%
|
0.54
%
|
0.54
%
|
Distribution and/or Service (12b-1) fees
|
0.25
%
|
0.25
%
|
1.00
%
|
None
|
None
|
Other expenses
|
1.13
%
|
1.13
%
|
1.12
%
|
1.05
%
|
1.03
%
|
Total annual operating expenses
|
1.92
%
|
1.92
%
|
2.66
%
|
1.59
%
|
1.57
%
|
Fee waiver and/or expense reimbursement
B
|
0.97
%
|
0.97
%
|
0.96
%
|
0.89
%
|
0.96
%
|
Total annual operating expenses after fee waiver and/or expense reimbursement
|
0.95
%
|
0.95
%
|
1.70
%
|
0.70
%
|
0.61
%
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
||||||||||||||||
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
|||||||||||
1 year
|
$
|
493
|
$
|
493
|
$
|
493
|
$
|
493
|
$
|
273
|
$
|
173
|
$
|
72
|
$
|
72
|
$
|
62
|
$
|
62
|
3 years
|
$
|
759
|
$
|
759
|
$
|
759
|
$
|
759
|
$
|
604
|
$
|
604
|
$
|
289
|
$
|
289
|
$
|
266
|
$
|
266
|
5 years
|
$
|
1,184
|
$
|
1,184
|
$
|
1,184
|
$
|
1,184
|
$
|
1,201
|
$
|
1,201
|
$
|
660
|
$
|
660
|
$
|
633
|
$
|
633
|
10 years
|
$
|
2,368
|
$
|
2,368
|
$
|
2,368
|
$
|
2,368
|
$
|
2,636
|
$
|
2,636
|
$
|
1,705
|
$
|
1,705
|
$
|
1,668
|
$
|
1,668
|
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
|
Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015
|
Electronic Funds Transfer (Fidelity Advisor Money Line
®
): electronic money movement through the Automated Clearing House
|
Wire: electronic money movement through the Federal Reserve wire system
|
Automatic Transactions: periodic (automatic) transactions
|
Fund Name
|
Dividends Paid
|
Fidelity® Tactical Bond Fund
|
Declares daily and pays monthly
|
Fund Name
|
Capital Gains Paid
|
Fidelity® Tactical Bond Fund
|
October, December
|
Fund
|
Group Fee Rate
|
Individual Fund Fee Rate
|
||
Fidelity® Tactical Bond Fund
|
0.10%
|
0.45%
|
Fidelity Advisor® Tactical Bond Fund Class A
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.144
|
|
Net realized and unrealized gain (loss)
|
(.885)
|
|
Total from investment operations
|
(.741)
|
|
Distributions from net investment income
|
(.109)
|
|
Total distributions
|
(.109)
|
|
Net asset value, end of period
|
$
|
9.15
|
Total Return
D,E,F
|
(7.43)%
|
|
Ratios to Average Net Assets
G,H,C
|
||
Expenses before reductions
|
1.97%
I
|
|
Expenses net of fee waivers, if any
|
1.00%
I
|
|
Expenses net of all reductions
|
1.00%
I
|
|
Net investment income (loss)
|
2.73%
I
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
2,432
|
Portfolio turnover rate
J
|
96%
I
|
Fidelity Advisor® Tactical Bond Fund Class M
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.144
|
|
Net realized and unrealized gain (loss)
|
(.885)
|
|
Total from investment operations
|
(.741)
|
|
Distributions from net investment income
|
(.109)
|
|
Total distributions
|
(.109)
|
|
Net asset value, end of period
|
$
|
9.15
|
Total Return
D,E,F
|
(7.43)%
|
|
Ratios to Average Net Assets
G,H,C
|
||
Expenses before reductions
|
1.97%
I
|
|
Expenses net of fee waivers, if any
|
1.00%
I
|
|
Expenses net of all reductions
|
1.00%
I
|
|
Net investment income (loss)
|
2.73%
I
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
2,511
|
Portfolio turnover rate
J
|
96%
I
|
Fidelity Advisor® Tactical Bond Fund Class C
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.104
|
|
Net realized and unrealized gain (loss)
|
(.893)
|
|
Total from investment operations
|
(.789)
|
|
Distributions from net investment income
|
(.071)
|
|
Total distributions
|
(.071)
|
|
Net asset value, end of period
|
$
|
9.14
|
Total Return
D,E,F
|
(7.90)%
|
|
Ratios to Average Net Assets
G,H,C
|
||
Expenses before reductions
|
2.71%
I
|
|
Expenses net of fee waivers, if any
|
1.75%
I
|
|
Expenses net of all reductions
|
1.75%
I
|
|
Net investment income (loss)
|
1.98%
I
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
2,344
|
Portfolio turnover rate
J
|
96%
I
|
Fidelity Advisor® Tactical Bond Fund Class I
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.156
|
|
Net realized and unrealized gain (loss)
|
(.884)
|
|
Total from investment operations
|
(.728)
|
|
Distributions from net investment income
|
(.122)
|
|
Total distributions
|
(.122)
|
|
Net asset value, end of period
|
$
|
9.15
|
Total Return
D,E
|
(7.30)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
1.64%
H
|
|
Expenses net of fee waivers, if any
|
.75%
H
|
|
Expenses net of all reductions
|
.75%
H
|
|
Net investment income (loss)
|
2.98%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
2,924
|
Portfolio turnover rate
I
|
96%
H
|
Fidelity Advisor® Tactical Bond Fund Class Z
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.161
|
|
Net realized and unrealized gain (loss)
|
(.884)
|
|
Total from investment operations
|
(.723)
|
|
Distributions from net investment income
|
(.127)
|
|
Total distributions
|
(.127)
|
|
Net asset value, end of period
|
$
|
9.15
|
Total Return
D,E
|
(7.25)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
1.62%
H
|
|
Expenses net of fee waivers, if any
|
.66%
H
|
|
Expenses net of all reductions
|
.66%
H
|
|
Net investment income (loss)
|
3.07%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
2,620
|
Portfolio turnover rate
I
|
96%
H
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-02105
|
1.9904501.102
|
ATBF-PRO-1022
|
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
![]()
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
|
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
|
(fees paid directly from your investment)
|
None
|
Management fee
|
0.35
%
|
Distribution and/or Service (12b-1) fees
|
None
|
Other expenses
A
|
0.10
%
|
Total annual operating expenses
|
0.45
%
|
1 year
|
$
|
46
|
3 years
|
$
|
144
|
Additional purchases:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
|
Redemptions:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035
|
Electronic Funds Transfer: electronic money movement through the Automated Clearing House
|
Wire: electronic money movement through the Federal Reserve wire system
|
Automatic Transactions: periodic (automatic) transactions
|
Fund Name
|
Dividends Paid
|
Fidelity® Sustainable Core Plus Bond Fund
|
Declares daily and pays monthly
|
Fund Name
|
Capital Gains Paid
|
Fidelity® Sustainable Core Plus Bond Fund
|
October, December
|
Fund
|
Management Fee Rate
|
Fidelity® Sustainable Core Plus Bond Fund
|
0.35%
|
Fidelity Sustainable Core Plus Bond Fund
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.102
|
|
Net realized and unrealized gain (loss)
|
(.509)
|
|
Total from investment operations
|
(.407)
|
|
Distributions from net investment income
|
(.083)
|
|
Total distributions
|
(.083)
|
|
Net asset value, end of period
|
$
|
9.51
|
Total Return
D,E
|
(4.08)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.45%
H
|
|
Expenses net of fee waivers, if any
|
.45%
H
|
|
Expenses net of all reductions
|
.44%
H
|
|
Net investment income (loss)
|
2.74%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
21,580
|
Portfolio turnover rate
I
|
118%
J
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-02105
|
1.9904877.101
|
SCB-PRO-1022
|
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
![]()
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
|
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
|
Sales Charge Waiver Policies Applied by Certain Intermediaries |
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
|
Maximum sales charge (load) on purchases (as a % of offering price)
|
4.00
%
|
4.00
%
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption
proceeds)
|
None
A
|
None
A
|
1.00
%
B
|
None
|
None
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
|
Management fee
|
0.35
%
|
0.35
%
|
0.35
%
|
0.35
%
|
0.35
%
|
Distribution and/or Service (12b-1) fees
|
0.25
%
|
0.25
%
|
1.00
%
|
None
|
None
|
Other expenses
A
|
0.15
%
|
0.15
%
|
0.15
%
|
0.15
%
|
0.05
%
|
Total annual operating expenses
|
0.75
%
|
0.75
%
|
1.50
%
|
0.50
%
|
0.40
%
|
Fee waiver and/or expense reimbursement
|
0.00
%
|
0.00
%
|
0.00
%
|
0.05
%
B
|
0.04
%
B
|
Total annual operating expenses after fee waiver and/or expense reimbursement
|
0.75
%
|
0.75
%
|
1.50
%
|
0.45
%
|
0.36
%
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
||||||||||||||||
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
|||||||||||
1 year
|
$
|
474
|
$
|
474
|
$
|
474
|
$
|
474
|
$
|
253
|
$
|
153
|
$
|
46
|
$
|
46
|
$
|
37
|
$
|
37
|
3 years
|
$
|
630
|
$
|
630
|
$
|
630
|
$
|
630
|
$
|
474
|
$
|
474
|
$
|
154
|
$
|
154
|
$
|
123
|
$
|
123
|
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
|
Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015
|
Electronic Funds Transfer (Fidelity Advisor Money Line
®
): electronic money movement through the Automated Clearing House
|
Wire: electronic money movement through the Federal Reserve wire system
|
Automatic Transactions: periodic (automatic) transactions
|
Fund Name
|
Dividends Paid
|
Fidelity® Sustainable Core Plus Bond Fund
|
Declares daily and pays monthly
|
Fund Name
|
Capital Gains Paid
|
Fidelity® Sustainable Core Plus Bond Fund
|
October, December
|
Fund
|
Management Fee Rate
|
Fidelity® Sustainable Core Plus Bond Fund
|
0.35%
|
Fidelity Advisor Sustainable Core Plus Bond Fund Class A
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.094
|
|
Net realized and unrealized gain (loss)
|
(.508)
|
|
Total from investment operations
|
(.414)
|
|
Distributions from net investment income
|
(.076)
|
|
Total distributions
|
(.076)
|
|
Net asset value, end of period
|
$
|
9.51
|
Total Return
D,E,F
|
(4.15)%
|
|
Ratios to Average Net Assets
G,H,C
|
||
Expenses before reductions
|
.65%
I
|
|
Expenses net of fee waivers, if any
|
.65%
I
|
|
Expenses net of all reductions
|
.65%
I
|
|
Net investment income (loss)
|
2.54%
I
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
1,226
|
Portfolio turnover rate
J
|
118%
K
|
Fidelity Advisor Sustainable Core Plus Bond Fund Class M
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.095
|
|
Net realized and unrealized gain (loss)
|
(.509)
|
|
Total from investment operations
|
(.414)
|
|
Distributions from net investment income
|
(.076)
|
|
Total distributions
|
(.076)
|
|
Net asset value, end of period
|
$
|
9.51
|
Total Return
D,E,F
|
(4.15)%
|
|
Ratios to Average Net Assets
G,H,C
|
||
Expenses before reductions
|
.65%
I
|
|
Expenses net of fee waivers, if any
|
.65%
I
|
|
Expenses net of all reductions
|
.65%
I
|
|
Net investment income (loss)
|
2.54%
I
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
1,020
|
Portfolio turnover rate
J
|
118%
K
|
Fidelity Advisor Sustainable Core Plus Bond Fund Class C
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.067
|
|
Net realized and unrealized gain (loss)
|
(.508)
|
|
Total from investment operations
|
(.441)
|
|
Distributions from net investment income
|
(.049)
|
|
Total distributions
|
(.049)
|
|
Net asset value, end of period
|
$
|
9.51
|
Total Return
D,E,F
|
(4.41)%
|
|
Ratios to Average Net Assets
G,H,C
|
||
Expenses before reductions
|
1.39%
I
|
|
Expenses net of fee waivers, if any
|
1.39%
I
|
|
Expenses net of all reductions
|
1.39%
I
|
|
Net investment income (loss)
|
1.79%
I
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
955
|
Portfolio turnover rate
J
|
118%
K
|
Fidelity Advisor Sustainable Core Plus Bond Fund Class I
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.104
|
|
Net realized and unrealized gain (loss)
|
(.509)
|
|
Total from investment operations
|
(.405)
|
|
Distributions from net investment income
|
(.085)
|
|
Total distributions
|
(.085)
|
|
Net asset value, end of period
|
$
|
9.51
|
Total Return
D,E
|
(4.06)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.40%
H
|
|
Expenses net of fee waivers, if any
|
.40%
H
|
|
Expenses net of all reductions
|
.40%
H
|
|
Net investment income (loss)
|
2.79%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
959
|
Portfolio turnover rate
I
|
118%
J
|
Fidelity Advisor Sustainable Core Plus Bond Fund Class Z
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.105
|
|
Net realized and unrealized gain (loss)
|
(.509)
|
|
Total from investment operations
|
(.404)
|
|
Distributions from net investment income
|
(.086)
|
|
Total distributions
|
(.086)
|
|
Net asset value, end of period
|
$
|
9.51
|
Total Return
D,E
|
(4.05)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.40%
H
|
|
Expenses net of fee waivers, if any
|
.36%
H
|
|
Expenses net of all reductions
|
.36%
H
|
|
Net investment income (loss)
|
2.82%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
1,404
|
Portfolio turnover rate
I
|
118%
J
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-02105
|
1.9904884.101
|
ASCB-PRO-1022
|
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
![]()
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
|
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
|
(fees paid directly from your investment)
|
None
|
Management fee
|
0.30
%
|
Distribution and/or Service (12b-1) fees
|
None
|
Other expenses
A
|
0.33
%
|
Total annual operating expenses
|
0.63
%
|
Fee waiver and/or expense reimbursement
B
|
0.27
%
|
Total annual operating expenses after fee waiver and/or expense reimbursement
|
0.36
%
|
1 year
|
$
|
37
|
3 years
|
$
|
165
|
Fund Name
|
Dividends Paid
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
Declares daily and pays monthly
|
Fund Name
|
Capital Gains Paid
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
October, December
|
Fund
|
Group Fee Rate
|
Individual Fund Fee Rate
|
||
Fidelity® SAI Sustainable Core Plus Bond Fund
|
0.10%
|
0.20%
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.107
|
|
Net realized and unrealized gain (loss)
|
(.519)
|
|
Total from investment operations
|
(.412)
|
|
Distributions from net investment income
|
(.088)
|
|
Total distributions
|
(.088)
|
|
Net asset value, end of period
|
$
|
9.50
|
Total Return
D,E
|
(4.13)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.94%
H,I
|
|
Expenses net of fee waivers, if any
|
.36%
I
|
|
Expenses net of all reductions
|
.36%
I
|
|
Net investment income (loss)
|
2.85%
I
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
24,303
|
Portfolio turnover rate
J
|
124%
K
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-02105
|
1.9904891.101
|
SSU-PRO-1022
|
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
![]()
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
|
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
|
(fees paid directly from your investment)
|
None
|
Management fee
|
0.30
%
|
Distribution and/or Service (12b-1) fees
|
None
|
Other expenses
A
|
0.10
%
|
Total annual operating expenses
|
0.40
%
|
Fee waiver and/or expense reimbursement
B
|
0.05
%
|
Total annual operating expenses after fee waiver and/or expense reimbursement
|
0.35
%
|
1 year
|
$
|
36
|
3 years
|
$
|
122
|
Additional purchases:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
|
Redemptions:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035
|
Electronic Funds Transfer: electronic money movement through the Automated Clearing House
|
Wire: electronic money movement through the Federal Reserve wire system
|
Automatic Transactions: periodic (automatic) transactions
|
Fund Name
|
Dividends Paid
|
Fidelity® Sustainable Low Duration Bond Fund
|
Declares daily and pays monthly
|
Fund Name
|
Capital Gains Paid
|
Fidelity® Sustainable Low Duration Bond Fund
|
October, December
|
Fund
|
Management Fee Rate
|
Fidelity® Sustainable Low Duration Bond Fund
|
0.30%
|
Fidelity Sustainable Low Duration Bond Fund
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.059
|
|
Net realized and unrealized gain (loss)
|
(.058)
|
|
Total from investment operations
|
.001
|
|
Distributions from net investment income
|
(.041)
|
|
Total distributions
|
(.041)
|
|
Net asset value, end of period
|
$
|
9.96
|
Total Return
D,E
|
.01%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.39%
H
|
|
Expenses net of fee waivers, if any
|
.35%
H
|
|
Expenses net of all reductions
|
.35%
H
|
|
Net investment income (loss)
|
1.56%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
4,499
|
Portfolio turnover rate
I
|
5%
J
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-02105
|
1.9904898.101
|
SLD-PRO-1022
|
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
![]()
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
|
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
|
Sales Charge Waiver Policies Applied by Certain Intermediaries |
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
|
Maximum sales charge (load) on purchases (as a % of offering price)
|
1.50
%
|
1.50
%
|
None
|
None
|
None
|
Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption
proceeds)
|
None
A
|
None
A
|
1.00
%
B
|
None
|
None
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
|
Management fee
|
0.30
%
|
0.30
%
|
0.30
%
|
0.30
%
|
0.30
%
|
Distribution and/or Service (12b-1) fees
|
0.15
%
|
0.15
%
|
1.00
%
|
None
|
None
|
Other expenses
A
|
0.15
%
|
0.15
%
|
0.15
%
|
0.15
%
|
0.05
%
|
Total annual operating expenses
|
0.60
%
|
0.60
%
|
1.45
%
|
0.45
%
|
0.35
%
|
Fee waiver and/or expense reimbursement
B
|
0.05
%
|
0.05
%
|
0.05
%
|
0.10
%
|
0.05
%
|
Total annual operating expenses after fee waiver and/or expense reimbursement
|
0.55
%
|
0.55
%
|
1.40
%
|
0.35
%
|
0.30
%
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
||||||||||||||||
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
Sell All
Shares
|
Hold
Shares
|
|||||||||||
1 year
|
$
|
205
|
$
|
205
|
$
|
205
|
$
|
205
|
$
|
243
|
$
|
143
|
$
|
36
|
$
|
36
|
$
|
31
|
$
|
31
|
3 years
|
$
|
333
|
$
|
333
|
$
|
333
|
$
|
333
|
$
|
452
|
$
|
452
|
$
|
131
|
$
|
131
|
$
|
106
|
$
|
106
|
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
|
Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015
|
Electronic Funds Transfer (Fidelity Advisor Money Line
®
): electronic money movement through the Automated Clearing House
|
Wire: electronic money movement through the Federal Reserve wire system
|
Automatic Transactions: periodic (automatic) transactions
|
Fund Name
|
Dividends Paid
|
Fidelity® Sustainable Low Duration Bond Fund
|
Declares daily and pays monthly
|
Fund Name
|
Capital Gains Paid
|
Fidelity® Sustainable Low Duration Bond Fund
|
October, December
|
Fund
|
Management Fee Rate
|
Fidelity® Sustainable Low Duration Bond Fund
|
0.30%
|
Fidelity Advisor Sustainable Low Duration Bond Fund Class A
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.053
|
|
Net realized and unrealized gain (loss)
|
(.058)
|
|
Total from investment operations
|
(.005)
|
|
Distributions from net investment income
|
(.035)
|
|
Total distributions
|
(.035)
|
|
Net asset value, end of period
|
$
|
9.96
|
Total Return
D,E
|
(.05)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.51%
H
|
|
Expenses net of fee waivers, if any
|
.51%
H
|
|
Expenses net of all reductions
|
.51%
H
|
|
Net investment income (loss)
|
1.40%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
1,730
|
Portfolio turnover rate
I
|
5%
J
|
Fidelity Advisor Sustainable Low Duration Bond Fund Class M
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.054
|
|
Net realized and unrealized gain (loss)
|
(.059)
|
|
Total from investment operations
|
(.005)
|
|
Distributions from net investment income
|
(.035)
|
|
Total distributions
|
(.035)
|
|
Net asset value, end of period
|
$
|
9.96
|
Total Return
D,E
|
(.05)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.51%
H
|
|
Expenses net of fee waivers, if any
|
.51%
H
|
|
Expenses net of all reductions
|
.51%
H
|
|
Net investment income (loss)
|
1.40%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
515
|
Portfolio turnover rate
I
|
5%
J
|
Fidelity Advisor Sustainable Low Duration Bond Fund Class C
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.021
|
|
Net realized and unrealized gain (loss)
|
(.064)
|
|
Total from investment operations
|
(.043)
|
|
Distributions from net investment income
|
(.007)
|
|
Total distributions
|
(.007)
|
|
Net asset value, end of period
|
$
|
9.95
|
Total Return
D,E
|
(.43)%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
1.36%
H
|
|
Expenses net of fee waivers, if any
|
1.36%
H
|
|
Expenses net of all reductions
|
1.36%
H
|
|
Net investment income (loss)
|
.55%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
759
|
Portfolio turnover rate
I
|
5%
J
|
Fidelity Advisor Sustainable Low Duration Bond Fund Class I
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.060
|
|
Net realized and unrealized gain (loss)
|
(.059)
|
|
Total from investment operations
|
.001
|
|
Distributions from net investment income
|
(.041)
|
|
Total distributions
|
(.041)
|
|
Net asset value, end of period
|
$
|
9.96
|
Total Return
D,E
|
.01%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.37%
H
|
|
Expenses net of fee waivers, if any
|
.35%
H
|
|
Expenses net of all reductions
|
.35%
H
|
|
Net investment income (loss)
|
1.56%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
526
|
Portfolio turnover rate
I
|
5%
J
|
Fidelity Advisor Sustainable Low Duration Bond Fund Class Z
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.061
|
|
Net realized and unrealized gain (loss)
|
(.058)
|
|
Total from investment operations
|
.003
|
|
Distributions from net investment income
|
(.043)
|
|
Total distributions
|
(.043)
|
|
Net asset value, end of period
|
$
|
9.96
|
Total Return
D,E
|
.03%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
.35%
H
|
|
Expenses net of fee waivers, if any
|
.30%
H
|
|
Expenses net of all reductions
|
.30%
H
|
|
Net investment income (loss)
|
1.61%
H
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
962
|
Portfolio turnover rate
I
|
5%
J
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-02105
|
1.9904905.101
|
ASLD-PRO-1022
|
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
|
![]()
245 Summer Street, Boston, MA 02210
|
Contents
Fund Summary |
|
Fund Basics |
|
Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
|
Appendix |
|
(fees paid directly from your investment)
|
None
|
Management fee
|
0.30
%
|
Distribution and/or Service (12b-1) fees
|
None
|
Other expenses
A
|
1.26
%
|
Total annual operating expenses
|
1.56
%
|
Fee waiver and/or expense reimbursement
B
|
1.31
%
|
Total annual operating expenses after fee waiver and/or expense reimbursement
|
0.25
%
|
1 year
|
$
|
26
|
3 years
|
$
|
318
|
Fund Name
|
Dividends Paid
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
Declares daily and pays monthly
|
Fund Name
|
Capital Gains Paid
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
October, December
|
Fund
|
Management Fee Rate
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
0.30%
|
Fidelity SAI Sustainable Low Duration Income Fund
|
Years ended August 31,
|
2022
A
|
|
Selected Per-Share Data
|
||
Net asset value, beginning of period
|
$
|
10.00
|
Income from Investment Operations
|
||
Net investment income (loss)
B,C
|
.059
|
|
Net realized and unrealized gain (loss)
|
(.050)
|
|
Total from investment operations
|
.009
|
|
Distributions from net investment income
|
(.049)
|
|
Total distributions
|
(.049)
|
|
Net asset value, end of period
|
$
|
9.96
|
Total Return
D,E
|
.09%
|
|
Ratios to Average Net Assets
F,G,C
|
||
Expenses before reductions
|
1.88%
H,I
|
|
Expenses net of fee waivers, if any
|
.25%
I
|
|
Expenses net of all reductions
|
.25%
I
|
|
Net investment income (loss)
|
1.54%
I
|
|
Supplemental Data
|
||
Net assets, end of period (000 omitted)
|
$
|
5,035
|
Portfolio turnover rate
J
|
6%
K
|
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license. For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity. |
The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
|
Investment Company Act of 1940, File Number(s), 811-02105
|
1.9904912.101
|
SLO-PRO-1022
|
Fund/Class
|
Ticker
|
Fidelity® Sustainable Core Plus Bond Fund/Fidelity® Sustainable Core Plus Bond Fund
|
FIAEX
|
TABLE OF CONTENTS
Turnover Rates
|
2022
(A)
|
Fidelity® Sustainable Core Plus Bond Fund
|
118%
|
(A)Fund commenced operations on April 13, 2022.
|
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
|
Fidelity® Sustainable Core Plus Bond Fund
(A)
|
Bank of America Corp.
|
$
|
472,558
|
Citigroup, Inc.
|
$
|
332,339
|
|
Goldman Sachs Group, Inc.
|
$
|
215,757
|
|
JPMorgan Chase & Co.
|
$
|
466,142
|
|
Morgan Stanley
|
$
|
376,623
|
(A) Fund commenced operations on April 13, 2022.
|
Fund
|
Fiscal Year
Ended
|
Dollar
Amount
|
Percentage
of
Average
Net Assets
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
47
|
0.00%
|
(A) Fund commenced operations on April 13, 2022.
|
Fund
|
Fiscal Year
Ended
|
$ Amount of
Commissions
Paid to Firms
for Providing
Research or
Brokerage
Services
|
$ Amount of
Brokerage
Transactions
Involved
|
||
Fidelity® Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
2
|
$
|
9,071
|
Fund
|
Twelve Month
Period Ended
|
$ Amount of
Commissions
Allocated
for Research or
Brokerage
Services
(A)
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
June 30, 2022
(B)
|
$
|
1
|
(A) The staff of the SEC addressed concerns that reliance on an RPA mechanism to pay for research would not be deemed a "commission" for purposes of Section 28(e) by indicating that they would not recommend enforcement against investment advisers who used an RPA to pay for research and brokerage services so long as certain conditions were met. Therefore, references to "research charges" as part of the RPA mechanism to satisfy MiFID II requirements can be considered commissions for Section 28(e) purposes.
|
(B) Fund commenced operations on April 13, 2022.
|
Fund
|
Capital Loss Carryforward (CLC)
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
$
|
76,891
|
COMMITTEE
|
NUMBER OF MEETINGS HELD
|
Operations Committee
|
8
|
Audit Committee
|
5
|
Fair Valuation Committee
|
4
|
Governance and Nominating Committee
|
12
|
DOLLAR RANGE OF
FUND SHARES
|
Jonathan Chiel
|
Abigail P Johnson
|
Jennifer Toolin McAuliffe
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth Acton
|
Ann E Dunwoody
|
John Engler
|
Robert Gartland
|
Fidelity® Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Arthur E Johnson
|
Michael E Kenneally
|
Marie L Knowles
|
Mark A Murray
|
Fidelity® Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert Gartland
|
Robert W Helm
(E)
|
Arthur E Johnson
|
Michael E Kenneally
|
||||
Fidelity® Sustainable Core Plus Bond Fund
(C)
|
$
|
3
|
$
|
6
|
$
|
6
|
$
|
9
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
502,500
|
$
|
275,333
|
$
|
560,000
|
$
|
552,500
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Marie L Knowles
|
Mark A Murray
|
||||||
Fidelity® Sustainable Core Plus Bond Fund
(C)
|
$
|
6
|
$
|
6
|
||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
490,500
|
$
|
472,500
|
(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
|
(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
|
(C) Estimated for the fund's first full fiscal year.
|
(D) Reflects compensation received for the calendar year ended December 31, 2021 for 286 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $108,000; Ann E. Dunwoody, $260,875; Robert F. Gartland, $180,000; Robert W. Helm, $149,126; and Mark A. Murray, $260,875.
|
(E) Mr. Helm serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective June 1, 2021.
|
(A) The ownership information shown above is for a class of shares of the fund.
|
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® Sustainable Core Plus Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
88.19%
|
(A)The ownership information shown above is for a class of shares of the fund.
|
Fund(s)
|
Fiscal
Years
Ended
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
34,289
|
(A)Fund commenced operations on April 13, 2022.
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
24
|
3
|
1
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$45,922
|
$2,090
|
$241
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
5
|
none
|
1
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$285
|
none
|
$3
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
15
|
12
|
2
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$11,571
|
$9,718
|
$1,201
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
11
|
3
|
9
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$94,172
|
$7,288
|
$7,233
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
16
|
10
|
6
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$115,788
|
$11,091
|
$3,041
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
12
|
11
|
19
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$64,520
|
$7,117
|
$17,528
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Fidelity
®
Funds' Proxy Voting Guidelines
I.
Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 70 years. In particular, these guidelines are animated by two fundamental principles: 1) putting first the long-term interests of our customers and fund shareholders; and 2) investing in companies that share our approach to creating value over the long-term. Fidelity generally adheres to these guidelines in voting proxies and our
Stewardship Principles
serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, we recognize that companies can conduct themselves in ways that have important environmental and social consequences. While Fidelity always remains focused on maximizing long-term shareholder value, we also consider potential environmental, social and governance (ESG) impacts that we believe are material to individual companies and investing funds' investment objectives and strategies.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. The director is a public company CEO who sits on more than two unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committees if:
1. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
2. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate environmental and social issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning environmental or social issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Therefore, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, including where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. This means that Fidelity may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. Fidelity also may support proposals on issues in other areas, including but not limited to equal employment, board diversity and workforce diversity.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII.
Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders, an exchange traded fund (ETF), or fund that is not affiliated, Fidelity will vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals.
X.
Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII.
Conclusion
Since its founding more than 70 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® Sustainable Core Plus Bond Fund
(A)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) Fund commenced operations on April 13, 2022.
|
Fund/Class
|
Ticker
|
Fidelity® Tactical Bond Fund/Fidelity® Tactical Bond Fund
|
FBAGX
|
TABLE OF CONTENTS
Turnover Rates
|
2022
(A)
|
Fidelity® Tactical Bond Fund
|
96%
(B)
|
(A)Fund commenced operations on February 10, 2022.
|
(B)Annualized.
|
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
|
Fidelity® Tactical Bond Fund
(A)
|
Bank of America Corp.
|
$
|
223,510
|
(A) Fund commenced operations on February 10, 2022.
|
Fund
|
Capital Loss Carryforward (CLC)
|
|
Fidelity® Tactical Bond Fund
|
$
|
686,778
|
COMMITTEE
|
NUMBER OF MEETINGS HELD
|
Operations Committee
|
8
|
Audit Committee
|
5
|
Fair Valuation Committee
|
4
|
Governance and Nominating Committee
|
12
|
DOLLAR RANGE OF
FUND SHARES
|
Jonathan Chiel
|
Abigail P Johnson
|
Jennifer Toolin McAuliffe
|
|
Fidelity® Tactical Bond Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth Acton
|
Ann E Dunwoody
|
John Engler
|
Robert Gartland
|
Fidelity® Tactical Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Arthur E Johnson
|
Michael E Kenneally
|
Marie L Knowles
|
Mark A Murray
|
Fidelity® Tactical Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert Gartland
|
Robert W Helm
(E)
|
Arthur E Johnson
|
Michael E Kenneally
|
||||
Fidelity® Tactical Bond Fund
(C)
|
$
|
8
|
$
|
8
|
$
|
8
|
$
|
10
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
502,500
|
$
|
275,333
|
$
|
560,000
|
$
|
552,500
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Marie L Knowles
|
Mark A Murray
|
||||||
Fidelity® Tactical Bond Fund
(C)
|
$
|
8
|
$
|
8
|
||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
490,500
|
$
|
472,500
|
(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
|
(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
|
(C) Estimated for the fund's first full fiscal year.
|
(D) Reflects compensation received for the calendar year ended December 31, 2021 for 286 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $108,000; Ann E. Dunwoody, $260,875; Robert F. Gartland, $180,000; Robert W. Helm, $149,126; and Mark A. Murray, $260,875.
|
(E) Mr. Helm serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective June 1, 2021.
|
Fund or Class Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity Advisor® Tactical Bond Fund - Class A
|
FMR CAPITAL
|
BOSTON
|
MA
|
95.10%
|
Fidelity Advisor® Tactical Bond Fund - Class C
|
FMR CAPITAL
|
BOSTON
|
MA
|
98.27%
|
Fidelity Advisor® Tactical Bond Fund - Class I
|
FMR CAPITAL
|
BOSTON
|
MA
|
79.19%
|
Fidelity Advisor® Tactical Bond Fund - Class I
|
PERSHING LLC
|
JERSEY CITY
|
NJ
|
20.71%
|
Fidelity Advisor® Tactical Bond Fund - Class M
|
FMR CAPITAL
|
BOSTON
|
MA
|
92.13%
|
Fidelity Advisor® Tactical Bond Fund - Class Z
|
FMR CAPITAL
|
BOSTON
|
MA
|
93.36%
|
Fidelity® Tactical Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
72.17%
|
(A) The ownership information shown above is for a class of shares of the fund.
|
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® Tactical Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
80.53%
|
(A)The ownership information shown above is for a class of shares of the fund.
|
GROUP FEE RATE SCHEDULE
|
EFFECTIVE ANNUAL FEE RATES
|
||||
Average Group Assets
|
Annualized Rate
|
Group Net Assets
|
Effective Annual Fee Rate
|
||
0
|
-
|
$3 billion
|
.3700%
|
$1 billion
|
.3700%
|
3
|
-
|
6
|
.3400
|
50
|
.2188
|
6
|
-
|
9
|
.3100
|
100
|
.1869
|
9
|
-
|
12
|
.2800
|
150
|
.1736
|
12
|
-
|
15
|
.2500
|
200
|
.1652
|
15
|
-
|
18
|
.2200
|
250
|
.1587
|
18
|
-
|
21
|
.2000
|
300
|
.1536
|
21
|
-
|
24
|
.1900
|
350
|
.1494
|
24
|
-
|
30
|
.1800
|
400
|
.1459
|
30
|
-
|
36
|
.1750
|
450
|
.1427
|
36
|
-
|
42
|
.1700
|
500
|
.1399
|
42
|
-
|
48
|
.1650
|
550
|
.1372
|
48
|
-
|
66
|
.1600
|
600
|
.1349
|
66
|
-
|
84
|
.1550
|
650
|
.1328
|
84
|
-
|
120
|
.1500
|
700
|
.1309
|
120
|
-
|
156
|
.1450
|
750
|
.1291
|
156
|
-
|
192
|
.1400
|
800
|
.1275
|
192
|
-
|
228
|
.1350
|
850
|
.1260
|
228
|
-
|
264
|
.1300
|
900
|
.1246
|
264
|
-
|
300
|
.1275
|
950
|
.1233
|
300
|
-
|
336
|
.1250
|
1,000
|
.1220
|
336
|
-
|
372
|
.1225
|
1,050
|
.1209
|
372
|
-
|
408
|
.1200
|
1,100
|
.1197
|
408
|
-
|
444
|
.1175
|
1,150
|
.1187
|
444
|
-
|
480
|
.1150
|
1,200
|
.1177
|
480
|
-
|
516
|
.1125
|
1,250
|
.1167
|
516
|
-
|
587
|
.1100
|
1,300
|
.1158
|
587
|
-
|
646
|
.1080
|
1,350
|
.1149
|
646
|
-
|
711
|
.1060
|
1,400
|
.1141
|
711
|
-
|
782
|
.1040
|
1,450
|
.1132
|
782
|
-
|
860
|
.1020
|
1,500
|
.1125
|
860
|
-
|
946
|
.1000
|
1,550
|
.1117
|
946
|
-
|
1,041
|
.0980
|
1,600
|
.1110
|
1,041
|
-
|
1,145
|
.0960
|
1,650
|
.1103
|
1,145
|
-
|
1,260
|
.0940
|
1,700
|
.1096
|
1,260
|
-
|
1,386
|
.0920
|
1,750
|
.1089
|
1,386
|
-
|
1,525
|
.0900
|
1,800
|
.1083
|
1,525
|
-
|
1,677
|
.0880
|
1,850
|
.1077
|
1,677
|
-
|
1,845
|
.0860
|
1,900
|
.1070
|
1,845
|
-
|
2,030
|
.0840
|
1,950
|
.1065
|
Over
|
2,030
|
.0820
|
2,000
|
.1059
|
Fund
|
Group Fee Rate
|
Individual Fund Fee Rate
|
Management Fee Rate
|
||
Fidelity® Tactical Bond Fund
|
0.0978%
|
+
|
0.4500%
|
=
|
0.5478%
|
Fund(s)
|
Fiscal
Years
Ended
(A)
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® Tactical Bond Fund
|
2022
(B)
|
$
|
95,567
|
(A)On October 1, 2022, FMR reduced the individual fund fee rate for the fund from 0.50% to 0.45%.
|
(B)Fund commenced operations on February 10, 2022.
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
10
|
17
|
17
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$93,266
|
$13,122
|
$14,631
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
12
|
11
|
19
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$64,520
|
$7,117
|
$17,528
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Fidelity
®
Funds' Proxy Voting Guidelines
I.
Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 70 years. In particular, these guidelines are animated by two fundamental principles: 1) putting first the long-term interests of our customers and fund shareholders; and 2) investing in companies that share our approach to creating value over the long-term. Fidelity generally adheres to these guidelines in voting proxies and our
Stewardship Principles
serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, we recognize that companies can conduct themselves in ways that have important environmental and social consequences. While Fidelity always remains focused on maximizing long-term shareholder value, we also consider potential environmental, social and governance (ESG) impacts that we believe are material to individual companies and investing funds' investment objectives and strategies.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. The director is a public company CEO who sits on more than two unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committees if:
1. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
2. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate environmental and social issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning environmental or social issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Therefore, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, including where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. This means that Fidelity may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. Fidelity also may support proposals on issues in other areas, including but not limited to equal employment, board diversity and workforce diversity.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII.
Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders, an exchange traded fund (ETF), or fund that is not affiliated, Fidelity will vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals.
X.
Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII.
Conclusion
Since its founding more than 70 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Fund
|
2022
(A)
|
2021
|
2020
|
|||
Fidelity® Tactical Bond Fund
|
$
|
6,637
|
-
|
-
|
(A) Fund commenced operations on February 10, 2022.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® Tactical Bond Fund
(A),(B)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) The fund did not lend securities during the year.
|
(B) Fund commenced operations on February 10, 2022.
|
Fund/Class
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
Fidelity® Tactical Bond Fund/Fidelity Advisor® Tactical Bond Fund
|
FTKAX
|
FTYMX
|
FTKCX
|
FBAHX
|
FBAPX
|
TABLE OF CONTENTS
Turnover Rates
|
2022
(A)
|
Fidelity® Tactical Bond Fund
|
96%
(B)
|
(A)Fund commenced operations on February 10, 2022.
|
(B)Annualized.
|
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
|
Fidelity® Tactical Bond Fund
(A)
|
Bank of America Corp.
|
$
|
223,510
|
(A) Fund commenced operations on February 10, 2022.
|
Fund
|
Capital Loss Carryforward (CLC)
|
|
Fidelity® Tactical Bond Fund
|
$
|
686,778
|
COMMITTEE
|
NUMBER OF MEETINGS HELD
|
Operations Committee
|
8
|
Audit Committee
|
5
|
Fair Valuation Committee
|
4
|
Governance and Nominating Committee
|
12
|
DOLLAR RANGE OF
FUND SHARES
|
Jonathan Chiel
|
Abigail P Johnson
|
Jennifer Toolin McAuliffe
|
|
Fidelity® Tactical Bond Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth Acton
|
Ann E Dunwoody
|
John Engler
|
Robert Gartland
|
Fidelity® Tactical Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Arthur E Johnson
|
Michael E Kenneally
|
Marie L Knowles
|
Mark A Murray
|
Fidelity® Tactical Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert Gartland
|
Robert W Helm
(E)
|
Arthur E Johnson
|
Michael E Kenneally
|
||||
Fidelity® Tactical Bond Fund
(C)
|
$
|
8
|
$
|
8
|
$
|
8
|
$
|
10
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
502,500
|
$
|
275,333
|
$
|
560,000
|
$
|
552,500
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Marie L Knowles
|
Mark A Murray
|
||||||
Fidelity® Tactical Bond Fund
(C)
|
$
|
8
|
$
|
8
|
||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
490,500
|
$
|
472,500
|
(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
|
(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
|
(C) Estimated for the fund's first full fiscal year.
|
(D) Reflects compensation received for the calendar year ended December 31, 2021 for 286 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $108,000; Ann E. Dunwoody, $260,875; Robert F. Gartland, $180,000; Robert W. Helm, $149,126; and Mark A. Murray, $260,875.
|
(E) Mr. Helm serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective June 1, 2021.
|
Fund or Class Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity Advisor® Tactical Bond Fund - Class A
|
FMR CAPITAL
|
BOSTON
|
MA
|
95.10%
|
Fidelity Advisor® Tactical Bond Fund - Class C
|
FMR CAPITAL
|
BOSTON
|
MA
|
98.27%
|
Fidelity Advisor® Tactical Bond Fund - Class I
|
FMR CAPITAL
|
BOSTON
|
MA
|
79.19%
|
Fidelity Advisor® Tactical Bond Fund - Class I
|
PERSHING LLC
|
JERSEY CITY
|
NJ
|
20.71%
|
Fidelity Advisor® Tactical Bond Fund - Class M
|
FMR CAPITAL
|
BOSTON
|
MA
|
92.13%
|
Fidelity Advisor® Tactical Bond Fund - Class Z
|
FMR CAPITAL
|
BOSTON
|
MA
|
93.36%
|
Fidelity® Tactical Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
72.17%
|
(A) The ownership information shown above is for a class of shares of the fund.
|
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® Tactical Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
80.53%
|
(A)The ownership information shown above is for a class of shares of the fund.
|
GROUP FEE RATE SCHEDULE
|
EFFECTIVE ANNUAL FEE RATES
|
||||
Average Group Assets
|
Annualized Rate
|
Group Net Assets
|
Effective Annual Fee Rate
|
||
0
|
-
|
$3 billion
|
.3700%
|
$1 billion
|
.3700%
|
3
|
-
|
6
|
.3400
|
50
|
.2188
|
6
|
-
|
9
|
.3100
|
100
|
.1869
|
9
|
-
|
12
|
.2800
|
150
|
.1736
|
12
|
-
|
15
|
.2500
|
200
|
.1652
|
15
|
-
|
18
|
.2200
|
250
|
.1587
|
18
|
-
|
21
|
.2000
|
300
|
.1536
|
21
|
-
|
24
|
.1900
|
350
|
.1494
|
24
|
-
|
30
|
.1800
|
400
|
.1459
|
30
|
-
|
36
|
.1750
|
450
|
.1427
|
36
|
-
|
42
|
.1700
|
500
|
.1399
|
42
|
-
|
48
|
.1650
|
550
|
.1372
|
48
|
-
|
66
|
.1600
|
600
|
.1349
|
66
|
-
|
84
|
.1550
|
650
|
.1328
|
84
|
-
|
120
|
.1500
|
700
|
.1309
|
120
|
-
|
156
|
.1450
|
750
|
.1291
|
156
|
-
|
192
|
.1400
|
800
|
.1275
|
192
|
-
|
228
|
.1350
|
850
|
.1260
|
228
|
-
|
264
|
.1300
|
900
|
.1246
|
264
|
-
|
300
|
.1275
|
950
|
.1233
|
300
|
-
|
336
|
.1250
|
1,000
|
.1220
|
336
|
-
|
372
|
.1225
|
1,050
|
.1209
|
372
|
-
|
408
|
.1200
|
1,100
|
.1197
|
408
|
-
|
444
|
.1175
|
1,150
|
.1187
|
444
|
-
|
480
|
.1150
|
1,200
|
.1177
|
480
|
-
|
516
|
.1125
|
1,250
|
.1167
|
516
|
-
|
587
|
.1100
|
1,300
|
.1158
|
587
|
-
|
646
|
.1080
|
1,350
|
.1149
|
646
|
-
|
711
|
.1060
|
1,400
|
.1141
|
711
|
-
|
782
|
.1040
|
1,450
|
.1132
|
782
|
-
|
860
|
.1020
|
1,500
|
.1125
|
860
|
-
|
946
|
.1000
|
1,550
|
.1117
|
946
|
-
|
1,041
|
.0980
|
1,600
|
.1110
|
1,041
|
-
|
1,145
|
.0960
|
1,650
|
.1103
|
1,145
|
-
|
1,260
|
.0940
|
1,700
|
.1096
|
1,260
|
-
|
1,386
|
.0920
|
1,750
|
.1089
|
1,386
|
-
|
1,525
|
.0900
|
1,800
|
.1083
|
1,525
|
-
|
1,677
|
.0880
|
1,850
|
.1077
|
1,677
|
-
|
1,845
|
.0860
|
1,900
|
.1070
|
1,845
|
-
|
2,030
|
.0840
|
1,950
|
.1065
|
Over
|
2,030
|
.0820
|
2,000
|
.1059
|
Fund
|
Group Fee Rate
|
Individual Fund Fee Rate
|
Management Fee Rate
|
||
Fidelity® Tactical Bond Fund
|
0.0978%
|
+
|
0.4500%
|
=
|
0.5478%
|
Fund(s)
|
Fiscal
Years
Ended
(A)
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® Tactical Bond Fund
|
2022
(B)
|
$
|
95,567
|
(A)On October 1, 2022, FMR reduced the individual fund fee rate for the fund from 0.50% to 0.45%.
|
(B)Fund commenced operations on February 10, 2022.
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
10
|
17
|
17
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$93,266
|
$13,122
|
$14,631
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
12
|
11
|
19
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$64,520
|
$7,117
|
$17,528
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Fidelity
®
Funds' Proxy Voting Guidelines
I.
Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 70 years. In particular, these guidelines are animated by two fundamental principles: 1) putting first the long-term interests of our customers and fund shareholders; and 2) investing in companies that share our approach to creating value over the long-term. Fidelity generally adheres to these guidelines in voting proxies and our
Stewardship Principles
serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, we recognize that companies can conduct themselves in ways that have important environmental and social consequences. While Fidelity always remains focused on maximizing long-term shareholder value, we also consider potential environmental, social and governance (ESG) impacts that we believe are material to individual companies and investing funds' investment objectives and strategies.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. The director is a public company CEO who sits on more than two unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committees if:
1. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
2. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate environmental and social issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning environmental or social issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Therefore, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, including where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. This means that Fidelity may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. Fidelity also may support proposals on issues in other areas, including but not limited to equal employment, board diversity and workforce diversity.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII.
Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders, an exchange traded fund (ETF), or fund that is not affiliated, Fidelity will vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals.
X.
Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII.
Conclusion
Since its founding more than 70 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Sales Charge Revenue
|
CDSC Revenue
|
||||||||
Fund
|
Fiscal Year
Ended
|
Amount
Paid to
FDC
|
Amount
Retained By
FDC
|
Amount
Paid to
FDC
|
Amount
Retained By
FDC
|
||||
Fidelity
®
Tactical Bond Fund
|
2022
(A)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Fund(s)
|
Distribution
Fees
Paid to
FDC
|
Distribution
Fees Paid by
FDC to
Intermediaries
|
Distribution
Fees
Retained by
FDC
|
Service
Fees
Paid to
FDC
|
Service Fees
Paid by
FDC to
Intermediaries
|
Service
Fees
Retained by
FDC
(A)
|
||||||
Fidelity Advisor® Tactical Bond Fund - Class A
(B)
|
-
|
-
|
-
|
$
|
3,406
|
$
|
103
|
$
|
3,303
|
|||
Fidelity Advisor® Tactical Bond Fund - Class M
(B)
|
-
|
-
|
-
|
$
|
3,488
|
$
|
210
|
$
|
3,278
|
|||
Fidelity Advisor® Tactical Bond Fund - Class C
(B)
|
$
|
9,882
|
$
|
24
|
$
|
9,858
(A)
|
$
|
3,294
|
$
|
8
|
$
|
3,286
|
(A)Amounts retained by FDC represent fees paid to FDC but not yet reallowed to intermediaries as of the close of the period reported and fees paid to FDC that are not eligible to be reallowed to intermediaries. Amounts not eligible for reallowance are retained by FDC for use in its capacity as distributor.
|
(B)Fund commenced operations on February 10, 2022.
|
Fund
|
2022
(A)
|
2021
|
2020
|
|||
Fidelity® Tactical Bond Fund
|
$
|
6,637
|
-
|
-
|
(A) Fund commenced operations on February 10, 2022.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® Tactical Bond Fund
(A),(B)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) The fund did not lend securities during the year.
|
(B) Fund commenced operations on February 10, 2022.
|
Fund/Class
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
Fidelity® Sustainable Core Plus Bond Fund/Fidelity Advisor® Sustainable Core Plus Bond Fund
|
FIAIX
|
FIAKX
|
FIAJX
|
FIALX
|
FIAMX
|
TABLE OF CONTENTS
Turnover Rates
|
2022
(A)
|
Fidelity® Sustainable Core Plus Bond Fund
|
118%
|
(A)Fund commenced operations on April 13, 2022.
|
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
|
Fidelity® Sustainable Core Plus Bond Fund
(A)
|
Bank of America Corp.
|
$
|
472,558
|
Citigroup, Inc.
|
$
|
332,339
|
|
Goldman Sachs Group, Inc.
|
$
|
215,757
|
|
JPMorgan Chase & Co.
|
$
|
466,142
|
|
Morgan Stanley
|
$
|
376,623
|
(A) Fund commenced operations on April 13, 2022.
|
Fund
|
Fiscal Year
Ended
|
Dollar
Amount
|
Percentage
of
Average
Net Assets
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
47
|
0.00%
|
(A) Fund commenced operations on April 13, 2022.
|
Fund
|
Fiscal Year
Ended
|
$ Amount of
Commissions
Paid to Firms
for Providing
Research or
Brokerage
Services
|
$ Amount of
Brokerage
Transactions
Involved
|
||
Fidelity® Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
2
|
$
|
9,071
|
Fund
|
Twelve Month
Period Ended
|
$ Amount of
Commissions
Allocated
for Research or
Brokerage
Services
(A)
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
June 30, 2022
(B)
|
$
|
1
|
(A) The staff of the SEC addressed concerns that reliance on an RPA mechanism to pay for research would not be deemed a "commission" for purposes of Section 28(e) by indicating that they would not recommend enforcement against investment advisers who used an RPA to pay for research and brokerage services so long as certain conditions were met. Therefore, references to "research charges" as part of the RPA mechanism to satisfy MiFID II requirements can be considered commissions for Section 28(e) purposes.
|
(B) Fund commenced operations on April 13, 2022.
|
Fund
|
Capital Loss Carryforward (CLC)
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
$
|
76,891
|
COMMITTEE
|
NUMBER OF MEETINGS HELD
|
Operations Committee
|
8
|
Audit Committee
|
5
|
Fair Valuation Committee
|
4
|
Governance and Nominating Committee
|
12
|
DOLLAR RANGE OF
FUND SHARES
|
Jonathan Chiel
|
Abigail P Johnson
|
Jennifer Toolin McAuliffe
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth Acton
|
Ann E Dunwoody
|
John Engler
|
Robert Gartland
|
Fidelity® Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Arthur E Johnson
|
Michael E Kenneally
|
Marie L Knowles
|
Mark A Murray
|
Fidelity® Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert Gartland
|
Robert W Helm
(E)
|
Arthur E Johnson
|
Michael E Kenneally
|
||||
Fidelity® Sustainable Core Plus Bond Fund
(C)
|
$
|
3
|
$
|
6
|
$
|
6
|
$
|
9
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
502,500
|
$
|
275,333
|
$
|
560,000
|
$
|
552,500
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Marie L Knowles
|
Mark A Murray
|
||||||
Fidelity® Sustainable Core Plus Bond Fund
(C)
|
$
|
6
|
$
|
6
|
||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
490,500
|
$
|
472,500
|
(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
|
(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
|
(C) Estimated for the fund's first full fiscal year.
|
(D) Reflects compensation received for the calendar year ended December 31, 2021 for 286 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $108,000; Ann E. Dunwoody, $260,875; Robert F. Gartland, $180,000; Robert W. Helm, $149,126; and Mark A. Murray, $260,875.
|
(E) Mr. Helm serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective June 1, 2021.
|
(A) The ownership information shown above is for a class of shares of the fund.
|
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® Sustainable Core Plus Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
88.19%
|
(A)The ownership information shown above is for a class of shares of the fund.
|
Fund(s)
|
Fiscal
Years
Ended
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
34,289
|
(A)Fund commenced operations on April 13, 2022.
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
24
|
3
|
1
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$45,922
|
$2,090
|
$241
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
5
|
none
|
1
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$285
|
none
|
$3
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
15
|
12
|
2
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$11,571
|
$9,718
|
$1,201
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
11
|
3
|
9
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$94,172
|
$7,288
|
$7,233
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
16
|
10
|
6
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$115,788
|
$11,091
|
$3,041
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
12
|
11
|
19
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$64,520
|
$7,117
|
$17,528
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Fidelity
®
Funds' Proxy Voting Guidelines
I.
Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 70 years. In particular, these guidelines are animated by two fundamental principles: 1) putting first the long-term interests of our customers and fund shareholders; and 2) investing in companies that share our approach to creating value over the long-term. Fidelity generally adheres to these guidelines in voting proxies and our
Stewardship Principles
serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, we recognize that companies can conduct themselves in ways that have important environmental and social consequences. While Fidelity always remains focused on maximizing long-term shareholder value, we also consider potential environmental, social and governance (ESG) impacts that we believe are material to individual companies and investing funds' investment objectives and strategies.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. The director is a public company CEO who sits on more than two unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committees if:
1. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
2. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate environmental and social issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning environmental or social issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Therefore, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, including where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. This means that Fidelity may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. Fidelity also may support proposals on issues in other areas, including but not limited to equal employment, board diversity and workforce diversity.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII.
Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders, an exchange traded fund (ETF), or fund that is not affiliated, Fidelity will vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals.
X.
Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII.
Conclusion
Since its founding more than 70 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Sales Charge Revenue
|
CDSC Revenue
|
||||||||
Fund
|
Fiscal Year
Ended
|
Amount
Paid to
FDC
|
Amount
Retained By
FDC
|
Amount
Paid to
FDC
|
Amount
Retained By
FDC
|
||||
Fidelity
®
Sustainable Core Bond Plus Fund
|
2022
(A)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Fund(s)
|
Distribution
Fees
Paid to
FDC
|
Distribution
Fees Paid by
FDC to
Intermediaries
|
Distribution
Fees
Retained by
FDC
|
Service
Fees
Paid to
FDC
|
Service Fees
Paid by
FDC to
Intermediaries
|
Service
Fees
Retained by
FDC
|
||||||
Fidelity Advisor Sustainable Core Plus Bond Fund - Class A
(A)
|
-
|
-
|
-
|
$
|
1,042
|
$
|
115
|
$
|
927
|
|||
Fidelity Advisor Sustainable Core Plus Bond Fund - Class M
(A)
|
-
|
-
|
-
|
$
|
971
|
$
|
42
|
$
|
929
|
|||
Fidelity Advisor Sustainable Core Plus Bond Fund - Class C
(A)
|
$
|
2,787
|
-
|
$
|
2,787
|
$
|
929
|
-
|
$
|
929
|
(A)Fund commenced operations on April 13, 2022.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® Sustainable Core Plus Bond Fund
(A)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) Fund commenced operations on April 13, 2022.
|
Fund
|
Ticker
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
FIABX
|
TABLE OF CONTENTS
Turnover Rates
|
2022
(A)
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
124%
|
(A)Fund commenced operations on April 13, 2022.
|
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
|
Fidelity® SAI Sustainable Core Plus Bond Fund
(A)
|
Bank of America Corp.
|
$
|
452,745
|
Citigroup, Inc.
|
$
|
321,579
|
|
Goldman Sachs Group, Inc.
|
$
|
205,548
|
|
JPMorgan Chase & Co.
|
$
|
446,832
|
|
Morgan Stanley
|
$
|
371,646
|
(A) Fund commenced operations on April 13, 2022.
|
Fund
|
Fiscal Year
Ended
|
Dollar
Amount
|
Percentage
of
Average
Net Assets
|
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
47
|
0.00%
|
(A) Fund commenced operations on April 13, 2022.
|
Fund
|
Fiscal Year
Ended
|
$ Amount of
Commissions
Paid to Firms
for Providing
Research or
Brokerage
Services
|
$ Amount of
Brokerage
Transactions
Involved
|
||
Fidelity® SAI Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
2
|
$
|
9,030
|
Fund
|
Twelve Month
Period Ended
|
$ Amount of
Commissions
Allocated
for Research or
Brokerage
Services
(A)
|
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
June 30, 2022
(B)
|
$
|
1
|
(A) The staff of the SEC addressed concerns that reliance on an RPA mechanism to pay for research would not be deemed a "commission" for purposes of Section 28(e) by indicating that they would not recommend enforcement against investment advisers who used an RPA to pay for research and brokerage services so long as certain conditions were met. Therefore, references to "research charges" as part of the RPA mechanism to satisfy MiFID II requirements can be considered commissions for Section 28(e) purposes.
|
(B) Fund commenced operations on April 13, 2022.
|
Fund
|
Capital Loss Carryforward (CLC)
|
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
$
|
77,631
|
COMMITTEE
|
NUMBER OF MEETINGS HELD
|
Operations Committee
|
8
|
Audit Committee
|
5
|
Fair Valuation Committee
|
4
|
Governance and Nominating Committee
|
12
|
DOLLAR RANGE OF
FUND SHARES
|
Jonathan Chiel
|
Abigail P Johnson
|
Jennifer Toolin McAuliffe
|
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth Acton
|
Ann E Dunwoody
|
John Engler
|
Robert Gartland
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Arthur E Johnson
|
Michael E Kenneally
|
Marie L Knowles
|
Mark A Murray
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert Gartland
|
Robert W Helm
(E)
|
Arthur E Johnson
|
Michael E Kenneally
|
||||
Fidelity® SAI Sustainable Core Plus Bond Fund
(C)
|
$
|
6
|
$
|
6
|
$
|
6
|
$
|
9
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
502,500
|
$
|
275,333
|
$
|
560,000
|
$
|
552,500
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Marie L Knowles
|
Mark A Murray
|
||||||
Fidelity® SAI Sustainable Core Plus Bond Fund
(C)
|
$
|
6
|
$
|
6
|
||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
490,500
|
$
|
472,500
|
(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
|
(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
|
(C) Estimated for the fund's first full fiscal year.
|
(D) Reflects compensation received for the calendar year ended December 31, 2021 for 286 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $108,000; Ann E. Dunwoody, $260,875; Robert F. Gartland, $180,000; Robert W. Helm, $149,126; and Mark A. Murray, $260,875.
|
(E) Mr. Helm serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective June 1, 2021.
|
Fund or Class Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
FMR CAPITAL
|
BOSTON
|
MA
|
98.65%
|
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
FMR CAPITAL
|
BOSTON
|
MA
|
98.65%
|
GROUP FEE RATE SCHEDULE
|
EFFECTIVE ANNUAL FEE RATES
|
||||
Average Group Assets
|
Annualized Rate
|
Group Net Assets
|
Effective Annual Fee Rate
|
||
0
|
-
|
$3 billion
|
.3700%
|
$1 billion
|
.3700%
|
3
|
-
|
6
|
.3400
|
50
|
.2188
|
6
|
-
|
9
|
.3100
|
100
|
.1869
|
9
|
-
|
12
|
.2800
|
150
|
.1736
|
12
|
-
|
15
|
.2500
|
200
|
.1652
|
15
|
-
|
18
|
.2200
|
250
|
.1587
|
18
|
-
|
21
|
.2000
|
300
|
.1536
|
21
|
-
|
24
|
.1900
|
350
|
.1494
|
24
|
-
|
30
|
.1800
|
400
|
.1459
|
30
|
-
|
36
|
.1750
|
450
|
.1427
|
36
|
-
|
42
|
.1700
|
500
|
.1399
|
42
|
-
|
48
|
.1650
|
550
|
.1372
|
48
|
-
|
66
|
.1600
|
600
|
.1349
|
66
|
-
|
84
|
.1550
|
650
|
.1328
|
84
|
-
|
120
|
.1500
|
700
|
.1309
|
120
|
-
|
156
|
.1450
|
750
|
.1291
|
156
|
-
|
192
|
.1400
|
800
|
.1275
|
192
|
-
|
228
|
.1350
|
850
|
.1260
|
228
|
-
|
264
|
.1300
|
900
|
.1246
|
264
|
-
|
300
|
.1275
|
950
|
.1233
|
300
|
-
|
336
|
.1250
|
1,000
|
.1220
|
336
|
-
|
372
|
.1225
|
1,050
|
.1209
|
372
|
-
|
408
|
.1200
|
1,100
|
.1197
|
408
|
-
|
444
|
.1175
|
1,150
|
.1187
|
444
|
-
|
480
|
.1150
|
1,200
|
.1177
|
480
|
-
|
516
|
.1125
|
1,250
|
.1167
|
516
|
-
|
587
|
.1100
|
1,300
|
.1158
|
587
|
-
|
646
|
.1080
|
1,350
|
.1149
|
646
|
-
|
711
|
.1060
|
1,400
|
.1141
|
711
|
-
|
782
|
.1040
|
1,450
|
.1132
|
782
|
-
|
860
|
.1020
|
1,500
|
.1125
|
860
|
-
|
946
|
.1000
|
1,550
|
.1117
|
946
|
-
|
1,041
|
.0980
|
1,600
|
.1110
|
1,041
|
-
|
1,145
|
.0960
|
1,650
|
.1103
|
1,145
|
-
|
1,260
|
.0940
|
1,700
|
.1096
|
1,260
|
-
|
1,386
|
.0920
|
1,750
|
.1089
|
1,386
|
-
|
1,525
|
.0900
|
1,800
|
.1083
|
1,525
|
-
|
1,677
|
.0880
|
1,850
|
.1077
|
1,677
|
-
|
1,845
|
.0860
|
1,900
|
.1070
|
1,845
|
-
|
2,030
|
.0840
|
1,950
|
.1065
|
Over
|
2,030
|
.0820
|
2,000
|
.1059
|
Fund
|
Group Fee Rate
|
Individual Fund Fee Rate
|
Management Fee Rate
|
||
Fidelity® SAI Sustainable Core Plus Bond Fund
|
0.0978%
|
+
|
0.2000%
|
=
|
0.2978%
|
Fund(s)
|
Fiscal
Years
Ended
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® SAI Sustainable Core Plus Bond Fund
|
2022
(A)
|
$
|
27,823
|
(A)Fund commenced operations on April 13, 2022.
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
24
|
3
|
1
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$45,922
|
$2,090
|
$241
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
5
|
none
|
1
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$285
|
none
|
$3
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
15
|
12
|
2
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$11,571
|
$9,718
|
$1,201
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
11
|
3
|
9
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$94,172
|
$7,288
|
$7,233
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
16
|
10
|
6
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$115,788
|
$11,091
|
$3,041
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
12
|
11
|
19
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$64,520
|
$7,117
|
$17,528
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Fidelity
®
Funds' Proxy Voting Guidelines
I.
Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 70 years. In particular, these guidelines are animated by two fundamental principles: 1) putting first the long-term interests of our customers and fund shareholders; and 2) investing in companies that share our approach to creating value over the long-term. Fidelity generally adheres to these guidelines in voting proxies and our
Stewardship Principles
serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, we recognize that companies can conduct themselves in ways that have important environmental and social consequences. While Fidelity always remains focused on maximizing long-term shareholder value, we also consider potential environmental, social and governance (ESG) impacts that we believe are material to individual companies and investing funds' investment objectives and strategies.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. The director is a public company CEO who sits on more than two unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committees if:
1. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
2. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate environmental and social issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning environmental or social issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Therefore, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, including where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. This means that Fidelity may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. Fidelity also may support proposals on issues in other areas, including but not limited to equal employment, board diversity and workforce diversity.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII.
Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders, an exchange traded fund (ETF), or fund that is not affiliated, Fidelity will vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals.
X.
Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII.
Conclusion
Since its founding more than 70 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® SAI Sustainable Core Plus Bond Fund
(A),(B)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) The fund did not lend securities during the year.
|
(B) Fund commenced operations on April 13, 2022.
|
Fund/Class
|
Ticker
|
Fidelity® Sustainable Low Duration Bond Fund/Fidelity® Sustainable Low Duration Bond Fund
|
FAPGX
|
TABLE OF CONTENTS
Turnover Rates
|
2022
(A)
|
Fidelity® Sustainable Low Duration Bond Fund
|
5%
(B)
|
(A)Fund commenced operations on April 13, 2022.
|
(B)Annualized.
|
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
|
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
Bank of America Corp.
|
$
|
272,366
|
Bank of Montreal
|
$
|
106,131
|
|
Goldman Sachs Group, Inc.
|
$
|
199,612
|
|
JPMorgan Chase & Co.
|
$
|
248,452
|
|
Morgan Stanley
|
$
|
229,620
|
(A) Fund commenced operations on April 13, 2022.
|
COMMITTEE
|
NUMBER OF MEETINGS HELD
|
Operations Committee
|
8
|
Audit Committee
|
5
|
Fair Valuation Committee
|
4
|
Governance and Nominating Committee
|
12
|
DOLLAR RANGE OF
FUND SHARES
|
Jonathan Chiel
|
Abigail P Johnson
|
Jennifer Toolin McAuliffe
|
|
Fidelity® Sustainable Low Duration Bond Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth Acton
|
Ann E Dunwoody
|
John Engler
|
Robert Gartland
|
Fidelity® Sustainable Low Duration Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Arthur E Johnson
|
Michael E Kenneally
|
Marie L Knowles
|
Mark A Murray
|
Fidelity® Sustainable Low Duration Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert Gartland
|
Robert W Helm
(E)
|
Arthur E Johnson
|
Michael E Kenneally
|
||||
Fidelity® Sustainable Low Duration Bond Fund
(C)
|
$
|
3
|
$
|
3
|
$
|
3
|
$
|
3
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
502,500
|
$
|
275,333
|
$
|
560,000
|
$
|
552,500
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Marie L Knowles
|
Mark A Murray
|
||||||
Fidelity® Sustainable Low Duration Bond Fund
(C)
|
$
|
3
|
$
|
3
|
||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
490,500
|
$
|
472,500
|
(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
|
(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
|
(C) Estimated for the fund's first full fiscal year.
|
(D) Reflects compensation received for the calendar year ended December 31, 2021 for 286 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $108,000; Ann E. Dunwoody, $260,875; Robert F. Gartland, $180,000; Robert W. Helm, $149,126; and Mark A. Murray, $260,875.
|
(E) Mr. Helm serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective June 1, 2021.
|
Fund or Class Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
FMR CAPITAL
|
BOSTON
|
MA
|
28.89%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
PERSHING LLC
|
JERSEY CITY
|
NJ
|
22.21%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
BENNIS
|
GREENWOOD
|
IN
|
18.41%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
GRADIENT SECURITIES LLC
|
GILBERT
|
AZ
|
11.03%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
KOVACK SECURITIES INC
|
MIAMI
|
FL
|
8.40%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class C
|
FMR CAPITAL
|
BOSTON
|
MA
|
65.59%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class C
|
GRADIENT SECURITIES LLC
|
GILBERT
|
AZ
|
18.89%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class C
|
KULIGOWSKI
|
LINCOLN
|
NE
|
10.90%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class I
|
FMR CAPITAL
|
BOSTON
|
MA
|
94.99%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class M
|
FMR CAPITAL
|
BOSTON
|
MA
|
97.05%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class Z
|
FMR CAPITAL
|
BOSTON
|
MA
|
86.73%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class Z
|
LITWILLER
|
DANVERS
|
IL
|
5.32%
|
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
56.19%
|
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
PIAZZON
|
MERRIMACK
|
NH
|
7.93%
|
(A) The ownership information shown above is for a class of shares of the fund.
|
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
58.41%
|
(A)The ownership information shown above is for a class of shares of the fund.
|
Fund(s)
|
Fiscal
Years
Ended
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® Sustainable Low Duration Bond Fund
|
2022
(A)
|
$
|
7,708
|
(A)Fund commenced operations on April 13, 2022.
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
59
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$45,577
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
63
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$46,525
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
58
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$45,786
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Fidelity
®
Funds' Proxy Voting Guidelines
I.
Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 70 years. In particular, these guidelines are animated by two fundamental principles: 1) putting first the long-term interests of our customers and fund shareholders; and 2) investing in companies that share our approach to creating value over the long-term. Fidelity generally adheres to these guidelines in voting proxies and our
Stewardship Principles
serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, we recognize that companies can conduct themselves in ways that have important environmental and social consequences. While Fidelity always remains focused on maximizing long-term shareholder value, we also consider potential environmental, social and governance (ESG) impacts that we believe are material to individual companies and investing funds' investment objectives and strategies.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. The director is a public company CEO who sits on more than two unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committees if:
1. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
2. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate environmental and social issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning environmental or social issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Therefore, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, including where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. This means that Fidelity may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. Fidelity also may support proposals on issues in other areas, including but not limited to equal employment, board diversity and workforce diversity.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII.
Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders, an exchange traded fund (ETF), or fund that is not affiliated, Fidelity will vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals.
X.
Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII.
Conclusion
Since its founding more than 70 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Fund
|
2022
|
2021
|
2020
|
|||
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
$
|
0
|
-
|
-
|
(A) Fund commenced operations on April 13, 2022.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® Sustainable Low Duration Bond Fund
(A),(B)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) The fund did not lend securities during the year.
|
(B) Fund commenced operations on April 13, 2022.
|
Fund/Class
|
Class A
|
Class M
|
Class C
|
Class I
|
Class Z
|
Fidelity® Sustainable Low Duration Bond Fund/Fidelity Advisor® Sustainable Low Duration Bond Fund
|
FAMZX
|
FAPBX
|
FANDX
|
FAPDX
|
FAPEX
|
TABLE OF CONTENTS
Turnover Rates
|
2022
(A)
|
Fidelity® Sustainable Low Duration Bond Fund
|
5%
(B)
|
(A)Fund commenced operations on April 13, 2022.
|
(B)Annualized.
|
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
|
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
Bank of America Corp.
|
$
|
272,366
|
Bank of Montreal
|
$
|
106,131
|
|
Goldman Sachs Group, Inc.
|
$
|
199,612
|
|
JPMorgan Chase & Co.
|
$
|
248,452
|
|
Morgan Stanley
|
$
|
229,620
|
(A) Fund commenced operations on April 13, 2022.
|
COMMITTEE
|
NUMBER OF MEETINGS HELD
|
Operations Committee
|
8
|
Audit Committee
|
5
|
Fair Valuation Committee
|
4
|
Governance and Nominating Committee
|
12
|
DOLLAR RANGE OF
FUND SHARES
|
Jonathan Chiel
|
Abigail P Johnson
|
Jennifer Toolin McAuliffe
|
|
Fidelity® Sustainable Low Duration Bond Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth Acton
|
Ann E Dunwoody
|
John Engler
|
Robert Gartland
|
Fidelity® Sustainable Low Duration Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Arthur E Johnson
|
Michael E Kenneally
|
Marie L Knowles
|
Mark A Murray
|
Fidelity® Sustainable Low Duration Bond Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert Gartland
|
Robert W Helm
(E)
|
Arthur E Johnson
|
Michael E Kenneally
|
||||
Fidelity® Sustainable Low Duration Bond Fund
(C)
|
$
|
3
|
$
|
3
|
$
|
3
|
$
|
3
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
502,500
|
$
|
275,333
|
$
|
560,000
|
$
|
552,500
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Marie L Knowles
|
Mark A Murray
|
||||||
Fidelity® Sustainable Low Duration Bond Fund
(C)
|
$
|
3
|
$
|
3
|
||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
490,500
|
$
|
472,500
|
(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
|
(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
|
(C) Estimated for the fund's first full fiscal year.
|
(D) Reflects compensation received for the calendar year ended December 31, 2021 for 286 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $108,000; Ann E. Dunwoody, $260,875; Robert F. Gartland, $180,000; Robert W. Helm, $149,126; and Mark A. Murray, $260,875.
|
(E) Mr. Helm serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective June 1, 2021.
|
Fund or Class Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
FMR CAPITAL
|
BOSTON
|
MA
|
28.89%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
PERSHING LLC
|
JERSEY CITY
|
NJ
|
22.21%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
BENNIS
|
GREENWOOD
|
IN
|
18.41%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
GRADIENT SECURITIES LLC
|
GILBERT
|
AZ
|
11.03%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
|
KOVACK SECURITIES INC
|
MIAMI
|
FL
|
8.40%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class C
|
FMR CAPITAL
|
BOSTON
|
MA
|
65.59%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class C
|
GRADIENT SECURITIES LLC
|
GILBERT
|
AZ
|
18.89%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class C
|
KULIGOWSKI
|
LINCOLN
|
NE
|
10.90%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class I
|
FMR CAPITAL
|
BOSTON
|
MA
|
94.99%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class M
|
FMR CAPITAL
|
BOSTON
|
MA
|
97.05%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class Z
|
FMR CAPITAL
|
BOSTON
|
MA
|
86.73%
|
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class Z
|
LITWILLER
|
DANVERS
|
IL
|
5.32%
|
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
56.19%
|
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
PIAZZON
|
MERRIMACK
|
NH
|
7.93%
|
(A) The ownership information shown above is for a class of shares of the fund.
|
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
FMR CAPITAL
|
BOSTON
|
MA
|
58.41%
|
(A)The ownership information shown above is for a class of shares of the fund.
|
Fund(s)
|
Fiscal
Years
Ended
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® Sustainable Low Duration Bond Fund
|
2022
(A)
|
$
|
7,708
|
(A)Fund commenced operations on April 13, 2022.
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
59
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$45,577
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
63
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$46,525
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
58
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$45,786
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Fidelity
®
Funds' Proxy Voting Guidelines
I.
Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 70 years. In particular, these guidelines are animated by two fundamental principles: 1) putting first the long-term interests of our customers and fund shareholders; and 2) investing in companies that share our approach to creating value over the long-term. Fidelity generally adheres to these guidelines in voting proxies and our
Stewardship Principles
serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, we recognize that companies can conduct themselves in ways that have important environmental and social consequences. While Fidelity always remains focused on maximizing long-term shareholder value, we also consider potential environmental, social and governance (ESG) impacts that we believe are material to individual companies and investing funds' investment objectives and strategies.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. The director is a public company CEO who sits on more than two unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committees if:
1. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
2. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate environmental and social issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning environmental or social issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Therefore, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, including where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. This means that Fidelity may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. Fidelity also may support proposals on issues in other areas, including but not limited to equal employment, board diversity and workforce diversity.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII.
Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders, an exchange traded fund (ETF), or fund that is not affiliated, Fidelity will vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals.
X.
Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII.
Conclusion
Since its founding more than 70 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Sales Charge Revenue
|
CDSC Revenue
|
||||||||
Fund
|
Fiscal Year
Ended
|
Amount
Paid to
FDC
|
Amount
Retained By
FDC
|
Amount
Paid to
FDC
|
Amount
Retained By
FDC
|
||||
Fidelity
®
Sustainable Low Duration Bond Fund
|
2022
(A)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
Fund(s)
|
Distribution
Fees
Paid to
FDC
|
Distribution
Fees Paid by
FDC to
Intermediaries
|
Distribution
Fees
Retained by
FDC
|
Service
Fees
Paid to
FDC
|
Service Fees
Paid by
FDC to
Intermediaries
|
Service
Fees
Retained by
FDC
(A)
|
||||||
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class A
(B)
|
-
|
-
|
-
|
$
|
705
|
$
|
431
|
$
|
274
|
|||
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class M
(B)
|
-
|
-
|
-
|
$
|
293
|
$
|
6
|
$
|
287
|
|||
Fidelity Advisor® Sustainable Low Duration Bond Fund - Class C
(B)
|
$
|
1,876
|
$
|
336
|
$
|
1,540
(A)
|
$
|
625
|
$
|
112
|
$
|
513
|
(A)Amounts retained by FDC represent fees paid to FDC but not yet reallowed to intermediaries as of the close of the period reported and fees paid to FDC that are not eligible to be reallowed to intermediaries. Amounts not eligible for reallowance are retained by FDC for use in its capacity as distributor.
|
(B)Fund commenced operations on April 13, 2022.
|
Fund
|
2022
|
2021
|
2020
|
|||
Fidelity® Sustainable Low Duration Bond Fund
(A)
|
$
|
0
|
-
|
-
|
(A) Fund commenced operations on April 13, 2022.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® Sustainable Low Duration Bond Fund
(A),(B)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) The fund did not lend securities during the year.
|
(B) Fund commenced operations on April 13, 2022.
|
Fund
|
Ticker
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
FAPFX
|
TABLE OF CONTENTS
Turnover Rates
|
2022
(A)
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
6%
|
(A)Fund commenced operations on April 13, 2022.
|
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
|
Fidelity® SAI Sustainable Low Duration Income Fund
(A)
|
Bank of America Corp.
|
$
|
149,312
|
Bank of Montreal
|
$
|
49,135
|
|
Goldman Sachs Group, Inc.
|
$
|
149,981
|
|
JPMorgan Chase & Co.
|
$
|
149,537
|
|
Morgan Stanley
|
$
|
149,963
|
|
Royal Bank of Canada
|
$
|
148,131
|
(A) Fund commenced operations on April 13, 2022.
|
COMMITTEE
|
NUMBER OF MEETINGS HELD
|
Operations Committee
|
8
|
Audit Committee
|
5
|
Fair Valuation Committee
|
4
|
Governance and Nominating Committee
|
12
|
DOLLAR RANGE OF
FUND SHARES
|
Jonathan Chiel
|
Abigail P Johnson
|
Jennifer Toolin McAuliffe
|
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
none
|
none
|
none
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth Acton
|
Ann E Dunwoody
|
John Engler
|
Robert Gartland
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Arthur E Johnson
|
Michael E Kenneally
|
Marie L Knowles
|
Mark A Murray
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert Gartland
|
Robert W Helm
(E)
|
Arthur E Johnson
|
Michael E Kenneally
|
||||
Fidelity® SAI Sustainable Low Duration Income Fund
(C)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
3
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
502,500
|
$
|
275,333
|
$
|
560,000
|
$
|
552,500
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Marie L Knowles
|
Mark A Murray
|
||||||
Fidelity® SAI Sustainable Low Duration Income Fund
(C)
|
$
|
0
|
$
|
0
|
||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX
(D)
|
$
|
490,500
|
$
|
472,500
|
(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
|
(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
|
(C) Estimated for the fund's first full fiscal year.
|
(D) Reflects compensation received for the calendar year ended December 31, 2021 for 286 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $108,000; Ann E. Dunwoody, $260,875; Robert F. Gartland, $180,000; Robert W. Helm, $149,126; and Mark A. Murray, $260,875.
|
(E) Mr. Helm serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective June 1, 2021.
|
Fund or Class Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity SAI Sustainable Low Duration Income Fund
|
FMR CAPITAL
|
BOSTON
|
MA
|
99.43%
|
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
FMR CAPITAL
|
BOSTON
|
MA
|
99.43%
|
Fund(s)
|
Fiscal
Years
Ended
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® SAI Sustainable Low Duration Income Fund
|
2022
(A)
|
$
|
5,747
|
(A)Fund commenced operations on April 13, 2022.
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
59
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$45,577
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
63
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$46,525
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Registered Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
|||
Number of Accounts Managed
|
14
|
5
|
58
|
||
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
||
Assets Managed (in millions)
|
$24,874
|
$2,668
|
$45,786
|
||
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
Fidelity
®
Funds' Proxy Voting Guidelines
I.
Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 70 years. In particular, these guidelines are animated by two fundamental principles: 1) putting first the long-term interests of our customers and fund shareholders; and 2) investing in companies that share our approach to creating value over the long-term. Fidelity generally adheres to these guidelines in voting proxies and our
Stewardship Principles
serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, we recognize that companies can conduct themselves in ways that have important environmental and social consequences. While Fidelity always remains focused on maximizing long-term shareholder value, we also consider potential environmental, social and governance (ESG) impacts that we believe are material to individual companies and investing funds' investment objectives and strategies.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. The director is a public company CEO who sits on more than two unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committees if:
1. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
2. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate environmental and social issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning environmental or social issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Therefore, Fidelity may support shareholder proposals that request additional disclosures from companies regarding environmental or social issues, including where it believes that the proposed disclosures could provide meaningful information to the investment management process without unduly burdening the company. This means that Fidelity may support shareholder proposals calling for reports on sustainability, renewable energy, and environmental impact issues. Fidelity also may support proposals on issues in other areas, including but not limited to equal employment, board diversity and workforce diversity.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII.
Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX.
Shares of Fidelity Funds, ETFs, or other non-Fidelity Mutual Funds and ETFs
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders, an exchange traded fund (ETF), or fund that is not affiliated, Fidelity will vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals.
X.
Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII.
Conclusion
Since its founding more than 70 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® SAI Sustainable Low Duration Income Fund
(A),(B)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) The fund did not lend securities during the year.
|
(B) Fund commenced operations on April 13, 2022.
|
Fidelity Salem Street Trust
Post-Effective Amendment No. 543
PART C. OTHER INFORMATION
Item 28.
Exhibits
(a)
(1)
(2)
(3)
(4)
(b)
(c)
Not applicable.
(d)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
(39)
(40)
(41)
(42)
(43)
(44)
(45)
(46)
(47)
(48)
(49)
(50)
(51)
(52)
(53)
(54)
(55)
(56)
(57)
(58)
(59)
(60)
(61)
(62)
(63)
(64)
(65)
(66)
(67)
(68)
(69)
(70)
(71)
(72)
(73)
(74)
(75)
(76)
(77)
(78)
(79)
(80)
(81)
(82)
(83)
(84)
(85)
(86)
(87)
(88)
(89)
(90)
(91)
(92)
(93)
(94)
(95)
(96)
.(97)
(98)
(99)
(100)
(101)
(102)
(103)
(104)
(105)
(106)
(107)
(108)
(109)
(110)
(111)
(112)
(113)
(114)
(115)
(116)
(117)
(118)
(119)
(120)
(121)
(122)
(123)
(124)
(125)
(126)
(127)
(128)
(129)
(130)
(131)
(132)
(133)
(134)
(135)
(e)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
(39)
(40)
(41)
(42)
(43)
(44)
(45)
(46)
(47)
(48)
(49)
(50)
(51)
(52)
(53)
(54)
(55)
(56)
(57)
(58)
(59)
(60)
(61)
(62)
(63)
(64)
(65)
(66)
(67)
(68)
(69)
(70)
(71)
(72)
(73)
(74)
(75)
(76)
(77)
(78)
(79)
(80)
(81)
(82)
(83)
(f)
(g)
(1)
Custodian Agreement, dated January 1, 2007, between The Bank of New York (currently known as The Bank of New York Mellon) and Fidelity Salem Street Trust on behalf of Fidelity Flex U.S. Bond Index Fund, Fidelity Intermediate Bond Fund, Fidelity Intermediate Treasury Bond Index Fund, Fidelity Municipal Bond Index Fund, Fidelity Municipal Income 2023 Fund, Fidelity Municipal Income 2025 Fund, Fidelity SAI International Index Fund, Fidelity SAI Low Duration Income Fund, Fidelity SAI Municipal Bond Index Fund, Fidelity SAI Municipal Income Fund, Fidelity SAI Municipal Money Market Fund, Fidelity SAI Short-Term Bond Fund, Fidelity SAI Small-Mid Cap 500 Index Fund, Fidelity SAI Sustainable Conservative Income Municipal Bond Fund, Fidelity SAI Sustainable Core Plus Bond Fund, Fidelity SAI Sustainable Municipal Income Fund, Fidelity SAI Tax-Free Bond Fund, Fidelity SAI U.S. Low Volatility Index Fund, Fidelity SAI U.S. Treasury Bond Index Fund, Fidelity Series Government Money Market Fund, Fidelity Series Investment Grade Bond Fund, Fidelity Series Long-Term Treasury Bond Index Fund, Fidelity Series Short-Term Credit Fund, Fidelity Short-Term Bond Fund, Fidelity Short-Term Bond Index Fund, Fidelity Short-Term Treasury Bond Index Fund, Fidelity Strategic Real Return Fund, Fidelity Sustainable Core Plus Bond Fund, Fidelity Sustainable Intermediate Municipal Income Fund, Fidelity Tax-Free Bond Fund, and Fidelity U.S. Bond Index Fund, is incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor Series IVs (File No. 002-83672) Post-Effective Amendment No. 88.
(2)
(3)
(5)
(6)
(h)
(1)
(2)
(3)
(4)
(5)
(6)
(i)
Legal Opinion of Dechert LLP, dated October 20, 2022, is filed herein as Exhibit (i).
(j)
Consent of Deloitte & Touche LLP, dated October 20, 2022, is filed herein as Exhibit (j).
(k)
Not applicable.
(l)
Not applicable.
(m)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
(39)
(40)
(41)
(42)
(43)
(44)
(45)
(46)
(47)
(48)
(49)
(50)
(51)
(52)
(53)
(54)
(55)
(56)
(57)
(58)
(59)
(60)
(61)
(62)
(63)
(64)
(65)
(66)
(67)
(68)
(69)
(70)
(71)
(72)
(73)
(74)
(75)
(76)
(77)
(78)
(79)
(80)
(81)
(82)
(83)
(84)
(85)
(86)
(87)
(88)
(89)
(90)
(91)
(92)
(93)
(94)
(95)
(96)
(97)
(98)
(99)
(100)
(101)
(102)
(103)
(104)
(105)
(106)
(107)
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(110)
(111)
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(114)
(115)
(116)
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(118)
(119)
(120)
(121)
(122)
(123)
(124)
(125)
(126)
(127)
(128)
(129)
(130)
(131)
(132)
(n)
(1)
.(2)
.(3)
(4)
(p)
(1)
(2)
Item 29.
Trusts Controlled by or under Common Control with this Trust
The Board of Trustees of the Trust is the same as the board of other Fidelity funds, each of which has Fidelity Management & Research Company LLC, or an affiliate, or Geode Capital Management LLC, as its investment adviser. In addition, the officers of the Trust are substantially identical to those of the other Fidelity funds. Nonetheless, the Trust takes the position that it is not under common control with other Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.
Item 30.
Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties (collectively, disabling conduct), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Declaration of Trust, that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Investments Institutional Operations Company, LLC (FIIOC) is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from:
(1)
any claim, demand, action, or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOCs willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOCs performance under the Transfer Agency Agreement; or
(2)
any claim, demand, action or suit (except to the extent contributed to by FIIOCs willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOCs acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOCs acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOCs acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 31.
Business and Other Connections of Investment Adviser(s)
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY LLC (FMR)
FMR serves as investment adviser to a number of other investment companies. The directors and officers of the Adviser have held the following positions of a substantial nature during the past two fiscal years.
Abigail P. Johnson |
Chairman of the Board of certain Trusts; Chairman of the Board and Director of FMR LLC; Chief Executive Officer, Chairman and Director of Fidelity Management & Research Company LLC. Previously served as Chairman of the Board and Director FMRC. |
Peter S. Lynch |
Vice Chairman and Director of Fidelity Management & Research Company LLC and a member of the Advisory Board of funds advised by FMR. Previously served as Vice Chairman and Director of FMRC. |
Cynthia Lo Bessette |
Senior Vice President, Secretary and Chief Legal Officer Fidelity Management & Research Company LLC; Chief Legal Officer FMR H.K, FMR Japan and FMR Investment Management (UK) Limited (2020); Previously served as Senior Vice President, Secretary and Chief Legal Officer FMRC; Secretary SelectCo, LLC and FIMM. |
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, and Strategic Advisers LLC; President and Director FMR Capital Inc.; Director of FMR Investment Management (UK) Limited (2021). Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting Officer FMR LLC. |
Eric C. Green |
Assistant Treasurer of Fidelity Management & Research Company LLC, Strategic Advisers LLC, Fidelity Distributors Company LLC, and FMR Capital Inc; Executive Vice President, Tax and Assistant Treasurer of FMR LLC. Previously served as Assistant Treasurer of FMRC, FIMM, SelectCo, LLC, and Fidelity Distributors Corporation. |
Lisa D. Krieser |
Assistant Secretary Fidelity Management & Research Company LLC and Fidelity Distributors Company LLC (2020), Secretary FMR Capital, Inc (2020) and Strategic Advisers LLC (2022). |
Kevin M. Meagher |
Chief Compliance Officer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, FMR Investment Management (UK) Limited, FIAM, and Strategic Advisers LLC. Previously served as Chief Compliance Officer of FMRC, FIMM, SelectCo, LLC. |
Kenneth B. Robins |
Compliance Officer of Fidelity Management & Research Company LLC (2020). |
Bart Grenier |
President of Fidelity Management & Research Company LLC. |
Margaret Serravalli |
Chief Financial Officer of Fidelity Management & Research Company LLC (FMR) (2020). |
(2) FIDELITY MANAGEMENT & RESEARCH (HONG KONG) LIMITED (FMR H.K.)
FMR H.K. provides investment advisory services to other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.
Sharon Yau Lecornu |
Chief Executive Officer of FMR H.K., Executive Director of FMR H.K., Director of Investment Services Asia, and Director of FMR H.K. |
||
William Francis Shanley III |
Director of FMR Japan and FMR H.K. |
||
Christopher J. Seabolt |
Director of FMR H.K. and FMR UK. |
||
Adrian James Tyerman |
Compliance Officer FMR H.K. and FMR UK, Anti-Money Laundering Compliance Officer of FMR Investment Management (UK) Limited. |
||
Kevin M. Meagher |
Chief Compliance Officer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, FMR Investment Management (UK) Limited, FIAM, and Strategic Advisers LLC. Previously served as Chief Compliance Officer of FMRC, FIMM, SelectCo, LLC. |
||
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, and Strategic Advisers LLC; President and Director FMR Capital Inc.; Director of FMR Investment Management (UK) Limited (2021). Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting Officer FMR LLC. |
||
Cynthia Lo Bessette |
Senior Vice President, Secretary and Chief Legal Officer Fidelity Management & Research Company LLC; Chief Legal Officer FMR H.K, FMR Japan and FMR Investment Management (UK) Limited (2020); Previously served as Senior Vice President, Secretary and Chief Legal Officer FMRC; Secretary SelectCo, LLC and FIMM. |
(3) FIDELITY MANAGEMENT & RESEARCH (JAPAN) LIMITED (FMR JAPAN)
FMR Japan provides investment advisory services to other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.
Timothy M. Cohen |
Director of FMR Japan; Executive Vice President SelectCo, LLC. |
||
Risteard Hogan |
Director of FMR Japan (2020). |
||
Rieko Hirai |
Director of FMR Japan. |
||
Kan Man Wong |
Director of FMR Japan. |
||
Kirk Roland Neureiter |
Director of FMR Japan. |
||
William Francis Shanley III |
Director of FMR Japan and FMR H.K. |
||
Koichi Iwabuchi |
Statutory Auditor of FMR Japan (2020); Previously served as Compliance Officer of FMR Japan (2020). |
||
Ryo Sato |
Compliance Officer of FMR Japan (2020). |
||
Kevin M. Meagher |
Chief Compliance Officer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, FMR Investment Management (UK) Limited, FIAM, and Strategic Advisers LLC. Previously served as Chief Compliance Officer of FMRC, FIMM, SelectCo, LLC. |
||
Cynthia Lo Bessette |
Senior Vice President, Secretary and Chief Legal Officer Fidelity Management & Research Company LLC; Chief Legal Officer FMR H.K, FMR Japan and FMR Investment Management (UK) Limited (2020); Previously served as Senior Vice President, Secretary and Chief Legal Officer FMRC; Secretary SelectCo, LLC and FIMM. |
||
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, and Strategic Advisers LLC; President and Director FMR Capital Inc.; Director of FMR Investment Management (UK) Limited (2021). Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting Officer FMR LLC. |
(4) FMR INVESTMENT MANAGEMENT (UK) LIMITED (FMR UK)
FMR UK provides investment advisory services to other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.
Mark D. Flaherty |
Director FMR Investment Management (UK) Limited. |
Niamh Brodie-Machura |
Director FMR Investment Management (UK) Limited (2020). |
Christopher J. Seabolt |
Director of FMR H.K. and FMR UK. |
Adrian James Tyerman |
Compliance Officer FMR H.K. Anti-Money Laundering Compliance Officer of FMR Investment Management (UK) Limited. |
Kevin M. Meagher |
Chief Compliance Officer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, FMR Investment Management (UK) Limited, FIAM, and Strategic Advisers LLC. Previously served as Chief Compliance Officer of FMRC, FIMM, SelectCo, LLC. |
Cynthia Lo Bessette |
Senior Vice President, Secretary and Chief Legal Officer Fidelity Management & Research Company LLC; Chief Legal Officer FMR H.K, FMR Japan and FMR Investment Management (UK) Limited (2020); Previously served as Senior Vice President, Secretary and Chief Legal Officer FMRC; Secretary SelectCo, LLC and FIMM. |
|
|
(5) GEODE CAPITAL MANAGEMENT, LLC (Geode)
Geode serves as investment adviser to a number of other investment companies AND OTHER ACCOUNTS. Geode may also provide investment advisory services to other investment advisers. The directors and officers have held the following positions of a substantial nature during the past two fiscal years.
Robert Minicus |
President and Chief Executive Officer (2021); Director (2020); Previously served as Director of FMR Investment Management (UK) Limited (2020). |
Jeffrey S. Miller |
Chief Operating Officer. |
Joseph Ciardi |
Chief Compliance Officer. |
Sorin Codreanu |
Chief Financial Officer and Treasurer. |
Matt Nevins |
General Counsel. |
Lionel Harris |
Director (2021). |
Franklin Corning Kenly |
Director. |
Arlene Rockefeller |
Director. |
Eric Roiter |
Director. |
Jennifer Uhrig |
Director. |
Philip L. Bullen |
Director. |
Thomas Sprague |
Director. |
Michael Even |
Director. |
Alok Kapoor |
Director (2022). |
Principal business addresses of the investment adviser, sub-advisers and affiliates.
Fidelity Management & Research Company LLC (FMR)
245 Summer Street
Boston, MA 02210
Fidelity Management & Research (Hong Kong) Limited (FMR H.K.)
Floor 19, 41 Connaught Road Central
Hong Kong
Fidelity Management & Research (Japan) Limited (FMR Japan)
245 Summer Street
Boston, MA 02210
FMR Investment Management (UK) Limited (FMR UK)
245 Summer Street
Boston, MA 02210
FIL Investment Advisors (FIA)
Pembroke Hall
42 Crow Lane
Pembroke HM19, Bermuda
FIL Investment Advisors (UK) Limited (FIA(UK))
Beech Gate Millfield Lane
Lower Kingswood, Tadworth, Surrey
KT20 6RP, United Kingdom
FIL Investments (Japan) Limited (FIJ)
Tri Seven Roppongi
7-7-7 Roppongi, Minato-ku,
Tokyo, Japan 106-0032
Strategic Advisers LLC
245 Summer Street
Boston, MA 02210
FMR LLC
245 Summer Street
Boston, MA 02210
Fidelity Distributors Company LLC (FDC)
900 Salem Street
Smithfield, RI 02917
Geode Capital Management, LLC (Geode)
100 Summer Street
12th Floor
Boston, MA 02110
Fidelity Management Trust Company
245 Summer Street
Boston, MA 02210
Fidelity Investors Management LLC
245 Summer Street
Boston, MA 02210
Item 32.
Principal Underwriters
(a)
Fidelity Distributors Company LLC (FDC) acts as distributor for all funds advised by FMR or an affiliate, as well as Fidelity Commodity Strategy Central Fund and Fidelity Series Commodity Strategy Fund.
(b) |
|
|
Name and Principal |
Positions and Offices |
Positions and Offices |
Business Address* |
with Underwriter |
with Fund |
Robert Adams |
Chief Operating Officer (2021) |
None |
Robert F. Bachman |
Executive Vice President |
None |
Eric C. Green |
Assistant Treasurer |
None |
Dalton Gustafson |
President (2021) |
None |
Natalie Kavanaugh |
Chief Legal Officer |
None |
Robert Litle |
Executive Vice President (2021) |
None |
Michael Lyons |
Chief Financial Officer |
None |
John McGinty |
Chief Compliance Officer (2021) |
None |
Timothy Mulcahy |
Director |
None |
Matthew DePiero |
Director |
None |
Michael Kearney |
Treasurer |
None |
Natalie Kavanaugh |
Secretary |
None |
Lisa D. Krieser |
Assistant Secretary |
None |
|
|
|
* 900 Salem Street, Smithfield, RI
(c)
Not applicable.
Item 33.
Location of Accounts and Records
All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are maintained by Fidelity Management & Research Company LLC or Fidelity Investments Institutional Operations Company, LLC, 245 Summer Street, Boston, MA 02210, or the funds respective custodians, or special purpose custodian, as applicable, The Bank of New York Mellon, 1 Wall Street, New York, NY; Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA; Citibank, N.A., 388 Greenwich Street, New York, NY, 10013; State Street Bank & Trust Company, 1 Lincoln Street, Boston, MA; and The Northern Trust Company, 50 South LaSalle Street, Chicago, IL 60675.
Item 34.
Management Services
Not applicable.
Item 35.
Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 543 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 25th day of October 2022.
|
Fidelity Salem Street Trust |
||
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By |
/s/Laura M. Del Prato |
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|
|
Laura M. Del Prato, President |
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
(Signature) |
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(Title) |
(Date) |
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/s/Laura M. Del Prato |
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President and Treasurer |
October 25, 2022 |
Laura M. Del Prato |
|
(Principal Executive Officer) |
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/s/John J. Burke III |
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Chief Financial Officer |
October 25, 2022 |
John J. Burke III |
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(Principal Financial Officer) |
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/s/Abigail P. Johnson |
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Trustee |
October 25, 2022 |
Abigail P. Johnson |
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/s/Elizabeth S. Acton |
* |
Trustee |
October 25, 2022 |
Elizabeth S. Acton |
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/s/Ann E. Dunwoody |
* |
Trustee |
October 25, 2022 |
Ann E. Dunwoody |
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/s/Jonathan Chiel |
* |
Trustee |
October 25, 2022 |
Jonathan Chiel |
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/s/John Engler |
* |
Trustee |
October 25, 2022 |
John Engler |
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/s/Robert F. Gartland |
* |
Trustee |
October 25, 2022 |
Robert F. Gartland |
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/s/Arthur E. Johnson |
* |
Trustee |
October 25, 2022 |
Arthur E. Johnson |
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/s/Michael E. Kenneally |
* |
Trustee |
October 25, 2022 |
Michael E. Kenneally |
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/s/Marie L. Knowles |
* |
Trustee |
October 25, 2022 |
Marie L. Knowles |
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/s/Mark A. Murray |
* |
Trustee |
October 25, 2022 |
Mark A. Murray |
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|
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/s/Jennifer Toolin McAuliffe |
* |
Trustee |
October 25, 2022 |
Jennifer Toolin McAuliffe |
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By: |
/s/Kevin M. Meagher |
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Kevin M. Meagher, pursuant to a power of attorney dated September 30, 2018 and filed herewith. |
* |
By: |
/s/Megan C. Johnson |
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Megan C. Johnson, pursuant to powers of attorney dated October 5, 2016 and January 1, 2019 and filed herewith. |
POWER OF ATTORNEY
I, the undersigned Trustee of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Advisor Series II Fidelity Advisor Series IV Fidelity Boylston Street Trust Fidelity California Municipal Trust Fidelity California Municipal Trust II Fidelity Central Investment Portfolios II LLC Fidelity Charles Street Trust Fidelity Colchester Street Trust Fidelity Court Street Trust Fidelity Court Street Trust II Fidelity Garrison Street Trust Fidelity Hereford Street Trust Fidelity Income Fund Fidelity Massachusetts Municipal Trust |
Fidelity Merrimack Street Trust Fidelity Money Market Trust Fidelity Municipal Trust Fidelity Municipal Trust II Fidelity Newbury Street Trust Fidelity New York Municipal Trust Fidelity New York Municipal Trust II Fidelity Oxford Street Trust Fidelity Oxford Street Trust II Fidelity Phillips Street Trust Fidelity Revere Street Trust Fidelity Salem Street Trust Fidelity School Street Trust Fidelity Union Street Trust Fidelity Union Street Trust II Variable Insurance Products Fund V |
in addition to any other Fidelity Fund for which the undersigned individual serves as Trustee (collectively, the Funds), hereby constitute and appoint Kevin M. Meagher, my true and lawful attorney-in-fact, with full power of substitution, and with full power to sign for me and in my name in the appropriate capacity, all Registration Statements of the Funds on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.
This Power of Attorney shall remain in full force and effect only for such time as Kevin M. Meagher shall continue to be an officer of Fidelity Management & Research Company, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing.
This Power of Attorney has been executed as of September 30, 2018.
/s/Abigail P. Johnson |
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Abigail P. Johnson
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POWER OF ATTORNEY
I, the undersigned Trustee of the following investment company:
Fidelity Salem Street Trust
in addition to any other Fidelity Fund for which the undersigned individual serves as Director or Trustee (collectively, the Funds), hereby constitute and appoint Thomas C. Bogle, Marc R. Bryant, John V. OHanlon, Robert W. Helm, Megan C. Johnson, and Anthony H. Zacharski, each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity, all Registration Statements of the Funds on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after October 5, 2016.
WITNESS my hand on this 5 th day of October, 2016.
/s/Jonathan Chiel |
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Jonathan Chiel
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POWER OF ATTORNEY
We, the undersigned Directors or Trustees, as the case may be, of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Advisor Series II Fidelity Advisor Series IV Fidelity Boylston Street Trust Fidelity California Municipal Trust Fidelity California Municipal Trust II Fidelity Central Investment Portfolios II LLC Fidelity Charles Street Trust Fidelity Colchester Street Trust Fidelity Court Street Trust Fidelity Court Street Trust II Fidelity Garrison Street Trust Fidelity Hereford Street Trust Fidelity Income Fund Fidelity Massachusetts Municipal Trust Fidelity Merrimack Street Trust |
Fidelity Money Market Trust Fidelity Municipal Trust Fidelity Municipal Trust II Fidelity Newbury Street Trust Fidelity New York Municipal Trust Fidelity New York Municipal Trust II Fidelity Oxford Street Trust Fidelity Oxford Street Trust II Fidelity Phillips Street Trust Fidelity Revere Street Trust Fidelity Salem Street Trust Fidelity School Street Trust Fidelity Union Street Trust Fidelity Union Street Trust II Variable Insurance Products Fund V |
in addition to any other Fidelity Fund for which the undersigned individuals serve as Directors or Trustees (collectively, the Funds), hereby revoke all previous powers of attorney we have given to sign and otherwise act in our names and behalf in matters involving any investment company for which FMR or an affiliate acts as investment adviser and hereby constitute and appoint Thomas C. Bogle, John V. OHanlon, Robert W. Helm, Megan C. Johnson, and Anthony H. Zacharski, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after January 1, 2019.
WITNESS our hands on this first day of January 2019.
/s/Elizabeth S. Acton |
/s/Michael E. Kenneally |
Elizabeth S. Acton |
Michael E. Kenneally |
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/s/Ann E. Dunwoody |
/s/Marie L. Knowles |
Ann E. Dunwoody |
Marie L. Knowles |
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/s/John Engler |
/s/Jennifer Toolin McAuliffe |
John Engler |
Jennifer Toolin McAuliffe |
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/s/Robert F. Gartland |
/s/Mark A. Murray |
Robert F. Gartland |
Mark A. Murray |
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/s/Arthur E. Johnson |
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Arthur E. Johnson |
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AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY FLEX INTERNATIONAL INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Flex International Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or
Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall
periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Flex International Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Flex International Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0440% (4.40 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY FLEX MID CAP INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Flex Mid Cap Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or
Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall
periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Flex Mid Cap Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Flex Mid Cap Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0260% (2.60 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY FLEX SMALL CAP INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Flex Small Cap Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or
Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers
or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the
Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Flex Small Cap Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Flex Small Cap Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0340% (3.40 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY GLOBAL EX U.S. INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Global ex U.S. Index Fund, a series portfolio of the Trust (the “Portfolio ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Portfolio, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Portfolio; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Portfolio specified herein, and Subadviser is willing to serve the Portfolio in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Portfolio, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Portfolio set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Portfolio, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Portfolio ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Portfolio and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Portfolio ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Portfolio ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Portfolio ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Portfolio ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Portfolio may be invested from time to time. Subadviser may act as the Portfolio ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Portfolio, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Portfolio. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Portfolio ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Portfolio as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Portfolio or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Portfolio in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Portfolio, Subadviser will:
(i) formulate and implement a continuous investment program for the Portfolio;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Portfolio ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Portfolio in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Portfolio, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Portfolio with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Portfolio.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Portfolios.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Portfolio ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Portfolio ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Portfolio ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Portfolio ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Portfolio and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Portfolio, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its
directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Portfolio will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust 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 proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) 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 any legal obligation that the Portfolio may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Portfolios to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors,
officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Portfolio votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Portfolio; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Portfolio . The Trust, on behalf of the Portfolio, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Portfolio is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not
violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Portfolio;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Portfolio in accordance with its terms; and
(vi) the Portfolio is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Portfolio is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Portfolio to provide investment services to the Portfolio as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Portfolio;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Portfolio conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Portfolio in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Portfolio subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in
connection with the affairs of the Trust or the Portfolio, but only the assets belonging to the Portfolio shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Global ex U.S. Index Fund |
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/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Global ex U.S. Index Fund (the “Portfolio ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Portfolio as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0440% (4.40 basis points) of the average daily net assets of the Portfolio (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Portfolio, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY LARGE CAP GROWTH INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1 st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Large Cap Growth Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST on behalf of Fidelity Large Cap Growth Index Fund |
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/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Large Cap Growth Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0280% (2.80 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY MID CAP INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Mid Cap Index Fund, a series portfolio of the Trust (the “Portfolio ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Portfolio, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Portfolio; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Portfolio specified herein, and Subadviser is willing to serve the Portfolio in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Portfolio, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Portfolio set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Portfolio, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Portfolio ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Portfolio and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Portfolio ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made
by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Portfolio ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Portfolio ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Portfolio ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Portfolio may be invested from time to time. Subadviser may act as the Portfolio ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Portfolio, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Portfolio. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Portfolio ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Portfolio as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Portfolio or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Portfolio in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Portfolio, Subadviser will:
(i) formulate and implement a continuous investment program for the Portfolio;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Portfolio ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Portfolio in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Portfolio, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Portfolio with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Portfolio.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Portfolios.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Portfolio ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Portfolio ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Portfolio ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Portfolio ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Portfolio and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Portfolio, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Portfolio will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust 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 proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) 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 any legal obligation that the Portfolio may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Portfolios to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Portfolio votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Portfolio; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Portfolio . The Trust, on behalf of the Portfolio, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Portfolio is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Portfolio;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Portfolio in accordance with its terms; and
(vi) the Portfolio is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Portfolio is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Portfolio to provide investment services to the Portfolio as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Portfolio;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Portfolio conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Portfolio in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Portfolio subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth
of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Portfolio, but only the assets belonging to the Portfolio shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Mid Cap Index Fund |
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/s/Laura M. Del Prato |
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Laura M. Del Prato President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Mid Cap Index Fund (the “Portfolio ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Portfolio as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0260% (2.60 basis points) of the average daily net assets of the Portfolio (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Portfolio, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY REAL ESTATE INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1 st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Real Estate Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST on behalf of Fidelity Real Estate Index Fund |
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/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Real Estate Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0340% (3.40 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SAI INTERNATIONAL INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity SAI International Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become
dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund
with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting
securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity SAI International Index Fund |
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/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity SAI International Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0385% (3.85 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SAI REAL ESTATE INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1 st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity SAI Real Estate Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity SAI Real Estate Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity SAI Real Estate Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0340% (3.40 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SAI SMALL-MID CAP 500 INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1 st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the "Trust"), on behalf of Fidelity SAI Small-Mid Cap 500 Index Fund, a series portfolio of the Trust (the "Fund"), Fidelity Management & Research Company LLC, a Delaware limited liability company ("Manager"), and Geode Capital Management, LLC, a Delaware limited liability company ("Subadviser").
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the "Management Contract"), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the "Trustees"), including a majority of the Trustees who are not "interested persons" (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the "Investment Company Act") and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund's Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser's duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund's assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund's investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund's assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser's performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund's proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund's proxy voting agent directly or Subadviser may (in
whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust's Declaration of Trust and By-laws, as currently in effect, (ii) the Fund's currently effective prospectus and statement of additional information, as set forth in the Trust's registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser's Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund's investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund's account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are "affiliated persons" (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient
conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser's possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust's registration statement (and any supplement thereto) and the Fund's financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust's registration statement and the Fund's financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund's investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser's duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund's Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser's performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party's business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser's acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser's duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser's breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser's duties and obligations under this Agreement, except to the extent such loss results from the Trust's or Manager's own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney's fees) suffered by Subadviser resulting from (i) Manager's breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager's
duties and obligations under this Agreement, except to the extent such loss results from Subadviser's own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser's duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are "interested persons" of the Trust, Manager or Subadviser; (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 Trust and the Fund'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 Fund; (viii) all other expenses incidental to holding meetings of the Fund's shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser's responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust's Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the
Trustees who are not "interested persons" (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days' written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ("Commission").
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust's powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ("CFTC"), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an "investment adviser" under the Investment Advisers Act of 1940 ("Advisers Act");
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager's powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an "investment adviser" under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser's powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser's overall business activities that may have a material adverse effect on the Subadviser's ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser's business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser's Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager's Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity SAI Small-Mid Cap 500 Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the "Trust"), on behalf of Fidelity SAI Small-Mid Cap 500 Index Fund (the "Fund"), Fidelity Management & Research Company LLC ("Manager") and Geode Capital Management, LLC ("Subadviser"), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0340% (3.40 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust's Declaration of Trust) throughout the month, subject to a minimum annual payment of $25,000.
Subadviser's fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser's fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SAI U.S. LARGE CAP INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity SAI U.S. Large Cap Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity SAI U.S. Large Cap Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity SAI U.S. Large Cap Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0060% (0.60 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SAI U.S. MOMENTUM INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1 st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity SAI U.S. Momentum Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity SAI U.S. Momentum Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller Chief Operating Officer |
APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity SAI U.S. Momentum Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0275% (2.75 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SERIES GLOBAL EX U.S. INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Series Global ex U.S. Index Fund, a series portfolio of the Trust (the “Portfolio ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Portfolio, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Portfolio; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Portfolio specified herein, and Subadviser is willing to serve the Portfolio in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Portfolio, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Portfolio set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Portfolio, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Portfolio ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Portfolio and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Portfolio ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Portfolio ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Portfolio ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Portfolio ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Portfolio may be invested from time to time. Subadviser may act as the Portfolio ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Portfolio, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Portfolio. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Portfolio ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Portfolio as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Portfolio or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Portfolio in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Portfolio, Subadviser will:
(i) formulate and implement a continuous investment program for the Portfolio;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Portfolio ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Portfolio in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Portfolio, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Portfolio with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Portfolio.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Portfolios.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Portfolio ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Portfolio ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Portfolio ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Portfolio ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Portfolio and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Portfolio, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Portfolio will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust 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 proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) 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 any legal obligation that the Portfolio may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Portfolios to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Portfolio votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Portfolio; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Portfolio . The Trust, on behalf of the Portfolio, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Portfolio is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Portfolio;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Portfolio in accordance with its terms; and
(vi) the Portfolio is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Portfolio is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Portfolio to provide investment services to the Portfolio as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Portfolio;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Portfolio conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Portfolio in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Portfolio subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or
by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Portfolio, but only the assets belonging to the Portfolio shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Series Global ex U.S. Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Series Global ex U.S. Index Fund (the “Portfolio ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Portfolio as follows:
1. Fees Payable by Manager. Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0440% (4.40 basis points) of the average daily net assets of the Portfolio (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Portfolio, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SERIES LARGE CAP GROWTH INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Series Large Cap Growth Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Series Large Cap Growth Index Fund |
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/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Series Large Cap Growth Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0280% (2.80 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SMALL CAP INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Small Cap Index Fund, a series portfolio of the Trust (the “Portfolio ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Portfolio, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Portfolio; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Portfolio specified herein, and Subadviser is willing to serve the Portfolio in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Portfolio, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Portfolio set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Portfolio, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Portfolio ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Portfolio and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Portfolio ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Portfolio ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Portfolio ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Portfolio ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Portfolio may be invested from time to time. Subadviser may act as the Portfolio ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Portfolio, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Portfolio. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Portfolio ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Portfolio as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Portfolio or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Portfolio in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Portfolio, Subadviser will:
(i) formulate and implement a continuous investment program for the Portfolio;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Portfolio ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Portfolio in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Portfolio ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Portfolio, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Portfolio with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Portfolio to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Portfolio.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Portfolios.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Portfolio ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Portfolio ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Portfolio ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Portfolio ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Portfolio and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Portfolio. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Portfolio, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its
directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Portfolio will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust 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 proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) 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 any legal obligation that the Portfolio may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Portfolios to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors,
officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Portfolio, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Portfolio votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Portfolio; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Portfolio . The Trust, on behalf of the Portfolio, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Portfolio is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not
violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Portfolio;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Portfolio in accordance with its terms; and
(vi) the Portfolio is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Portfolio is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Portfolio to provide investment services to the Portfolio as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Portfolio;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Portfolio conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Portfolio in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Portfolio subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in
connection with the affairs of the Trust or the Portfolio, but only the assets belonging to the Portfolio shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Small Cap Index Fund |
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/s/Laura M. Del Prato |
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Laura M. Del Prato President and Treasurer |
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Small Cap Index Fund (the “Portfolio ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Portfolio as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0340% (3.40 basis points) of the average daily net assets of the Portfolio (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Portfolio, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY SMALL CAP VALUE INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Small Cap Value Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Small Cap Value Index Fund |
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/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Small Cap Value Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0390% (3.90 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY TOTAL INTERNATIONAL INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity Total International Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval (to the extent required by the Investment Company Act).
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Total International Index Fund |
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By |
/s/Laura M. Del Prato |
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity Total International Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager. Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0440% (4.40 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month, subject to a minimum annual payment of $100,000.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
SUB-ADVISORY AGREEMENT
between
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
and
GEODE CAPITAL MANAGEMENT, LLC
and
FIDELITY SALEM STREET TRUST ON BEHALF OF
FIDELITY U.S. SUSTAINABILITY INDEX FUND
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, among Fidelity Salem Street Trust, a Massachusetts business trust (the “Trust ”), on behalf of Fidelity U.S. Sustainability Index Fund, a series portfolio of the Trust (the “Fund ”), Fidelity Management & Research Company LLC, a Delaware limited liability company ( “Manager ”), and Geode Capital Management, LLC, a Delaware limited liability company ( “Subadviser ”).
WHEREAS, the Trust, on behalf of the Fund, has entered into a Management Contract with Manager (the “Management Contract ”), pursuant to which Manager has agreed to provide certain management and administrative services to the Fund; and
WHEREAS, Manager desires to appoint Subadviser as investment subadviser to provide the investment advisory and administrative services to the Fund specified herein, and Subadviser is willing to serve the Fund in such capacity; and
WHEREAS, the trustees of the Trust (the “Trustees ”), including a majority of the Trustees who are not “interested persons ” (as such term is defined below) of any party to this Agreement, and the shareholder(s) of the Fund, have each, to the extent required, consented to such an arrangement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
I. APPOINTMENT OF SUBADVISER; COMPENSATION
1.1 Appointment as Subadviser . Subject to and in accordance with the provisions hereof, Manager hereby appoints Subadviser as investment subadviser to perform the various investment advisory and other services to the Fund set forth herein and, subject to the restrictions set forth herein, hereby delegates to Subadviser the authority vested in Manager pursuant to the Management Contract to the extent necessary to enable Subadviser to perform its obligations under this Agreement.
1.2 Scope of Investment Authority . (a) The Subadviser is hereby authorized, on a discretionary basis, to manage the investments and determine the composition of the assets of the Fund, subject at all times to (i) the supervision and control of the Trustees, (ii) the requirements of the Investment Company Act of 1940, as amended (the “Investment Company Act ”) and the rules thereunder, (iii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iv) such instructions, policies and limitations relating to the Fund and/or the performance of oversight of the Subadviser ’s duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to Subadviser. Notwithstanding anything herein to the contrary, Subadviser is not authorized to take any action, including the purchase and sale of portfolio securities, in contravention of any restriction, limitation, objective, policy or instruction described in the previous sentence.
(b) It is understood and agreed that, for so long as this Agreement shall remain in effect, Subadviser shall retain discretionary investment authority over the manner in which the Fund ’s assets are invested, and Manager shall not have the right to overrule any investment decision with respect to a particular security made by Subadviser, provided that the Trustees and Manager shall at all times have the right to monitor the Fund ’s investment activities and performance, require Subadviser to make reports and give explanations as to the manner in which the Fund ’s assets are being invested, and, should either Manager or the Trustees become dissatisfied with Subadviser ’s performance in any way, terminate this Agreement in accordance with the provisions of Section 8.2 hereof.
1.3 Appointment as Proxy Voting Agent . Subject to and in accordance with the provisions hereof, the Trustees hereby appoint Subadviser as the Fund ’s proxy voting agent, and hereby delegate to Subadviser discretionary authority to vote all proxies solicited by or with respect to issuers of securities in which the assets of the Fund may be invested from time to time. Subadviser may act as the Fund ’s proxy voting agent directly or Subadviser may (in whole or in part) employ a third-party to vote proxies on behalf of the Fund, provided, however, that in either case, Subadviser shall be responsible for voting all proxies on behalf of the Fund. Upon sixty (60) days written notice to Subadviser, the Trustees may at any time withdraw the authority granted to Subadviser pursuant to this Section 1.3 to perform any or all of the proxy voting services contemplated hereby.
1.4 Governing Documents . Manager will provide Subadviser with copies of (i) the Trust ’s Declaration of Trust and By-laws, as currently in effect, (ii) the Fund ’s currently effective prospectus and statement of additional information, as set forth in the Trust ’s registration statement under the Investment Company Act and the Securities Act of 1933, as amended, (iii) any instructions, investment policies or other restrictions adopted by the Trustees or Manager relating to its performance of oversight of the Subadviser supplemental thereto, and (iv) the Management Contract. Manager will provide Subadviser with such further documentation and information concerning the investment objectives, policies and restrictions applicable to the Fund as Subadviser may from time to time reasonably request.
1.5 Subadviser ’s Relationship . Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.
1.6 Compensation . Subadviser shall be compensated for the services it performs on behalf of the Fund in accordance with the terms set forth in Appendix A to this Agreement.
II. SERVICES TO BE PERFORMED BY SUBADVISER
2.1 Investment Advisory Services . (a) In fulfilling its obligations to manage the assets of the Fund, Subadviser will:
(i) formulate and implement a continuous investment program for the Fund;
(ii) take whatever steps are necessary to implement these investment programs by the purchase and sale of securities and other investments, including the selection of brokers or dealers, the placing of orders for such purchases and sales in accordance with the provisions of paragraph (b) below and assuring that such purchases and sales are properly settled and cleared;
(iii) provide such reports with respect to the implementation of the Fund ’s investment program as the Trustees or Manager shall reasonably request; and
(iv) provide advice and assistance to Manager as to the determination of the fair value of certain securities where market quotations are not readily available for purposes of calculating net asset value of the Fund in accordance with valuation procedures and methods established by the Trustees.
(b) The Subadviser shall place all orders for the purchase and sale of portfolio securities for the Fund ’s account with brokers and dealers selected by Subadviser. Such brokers and dealers may include brokers or dealers that are “affiliated persons ” (as such term is defined in the Investment Company Act) of the Trust, the Fund, Manager or Subadviser, provided that Subadviser shall only place orders on behalf of the Fund with such affiliated persons in accordance with procedures adopted by the Trustees pursuant to Rule 17e-1 under the Investment Company Act. The Subadviser 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 other accounts over which Subadviser or its affiliates exercise investment discretion. The Subadviser is authorized to pay a broker or dealer who provided 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 Subadviser 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 Subadviser and its affiliates have in respect to accounts over which they exercise investment discretion. The Trustees shall periodically review the commissions paid by the Fund to determine if the commissions paid over representative periods were reasonable in relation to the benefits to the Fund.
2.2. Administrative and Other Services . (a) Subadviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Fund (excluding determination of net asset values and shareholder accounting services).
(b) Subadviser will maintain all accounts, books and records with respect to the Fund as are required of an investment adviser of a registered investment company pursuant to the Investment Company Act and the rules thereunder. Subadviser agrees that such records are the property of the Trust, and will be surrendered to the Trust promptly upon request. The Manager shall be granted reasonable access to the records and documents in Subadviser ’s possession relating to the Funds.
(c) Subadviser shall provide such information as is necessary to enable Manager to prepare and update the Trust ’s registration statement (and any supplement thereto) and the Fund ’s financial statements. Subadviser understands that the Trust and Manager will rely on such information in the preparation of the Trust ’s registration statement and the Fund ’s financial statements, and hereby covenants that any such information approved by Subadviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects.
(d) Subadviser will vote the Fund ’s investment securities in the manner in which Subadviser believes to be in the best interests of the Fund, and shall review its proxy voting activities on a periodic basis with the Trustees.
III. COMPLIANCE; CONFIDENTIALITY
3.1 Compliance . (a) Subadviser will comply with (i) all applicable state and federal laws and regulations governing the performance of the Subadviser ’s duties hereunder, (ii) the investment objective, policies and limitations, as provided in the Fund ’s Prospectus and other governing documents, and (iii) such instructions, policies and limitations relating to the Fund and/or the oversight of the Subadviser ’s performance of its duties hereunder as the Trustees or Manager may from time to time adopt and communicate in writing to subadviser.
(b) Subadviser will adopt a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Trust with a copy of such code of ethics, evidence of its adoption and copies of any supplemental policies and procedures implemented to ensure compliance therewith.
3.2 Confidentiality . The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party ’s business and operations, including without limitation the investment activities or holdings of the Fund. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available other than in contravention of this Section 3.2 or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
IV. LIABILITY OF SUBADVISER
4.1 Liability; Standard of Care . Notwithstanding anything herein to the contrary, neither Subadviser, nor any of its directors, officers or employees, shall be liable to Manager or the Trust for any loss resulting from Subadviser ’s acts or omissions as Subadviser to the Fund, except to the extent any such losses result from bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement.
4.2 Indemnification . (a) Subadviser agrees to indemnify and hold the Trust and Manager harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorneys fees) suffered by the Trust or Manager resulting from (i) Subadviser ’s breach of its duties hereunder, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of the Subadviser or any of its directors, officers or employees in the performance of the Subadviser ’s duties and obligations under this Agreement, except to the extent such loss results from the Trust ’s or Manager ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of their respective duties and obligations under the Management Contract or this Agreement.
(b) Manager hereby agrees to indemnify and hold Subadviser harmless from any and all direct or indirect liabilities, losses or damages (including reasonable attorney ’s fees) suffered by Subadviser resulting from (i) Manager ’s breach of its duties under Management Contract, or (ii) bad faith, willful misfeasance, reckless disregard or gross negligence on the part of Manager or any of its directors, officers or employees in the performance of Manager ’s duties and obligations under this Agreement, except to the extent such loss results from Subadviser ’s own willful misfeasance, bad faith, reckless disregard or negligence in the performance of Subadviser ’s duties and obligations under this Agreement.
V. SUPPLEMENTAL ARRANGEMENTS; EXPENSES; INSURANCE
5.1 Supplemental Arrangements . Subject to the prior written consent of the Trustees and Manager, Subadviser may enter into arrangements with other persons affiliated with Subadviser to better fulfill its obligations under this Agreement for the provision of certain personnel and facilities to Subadviser, provided that such arrangements do not rise to the level of an advisory contract subject to the requirements of Section 15 of the Investment Company Act.
5.2 Expenses . It is understood that the Fund will pay all of its expenses other than those expressly stated to be payable by Subadviser hereunder or by Manager under the Management Agreement. Expenses paid by the Fund will include, but not be limited to, (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 Trustees other than those who are “interested persons ” of the Trust, Manager or Subadviser; (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 Trust and the Fund ’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 Fund; (viii) all other expenses incidental to holding meetings of the Fund ’s shareholders, including proxy solicitations therefor; (ix) a proportionate share of insurance premiums for fidelity bond and other coverage; (x) a proportionate share of association membership dues; (xi) investment management fees; (xii) expenses of typesetting for printing Prospectuses and Statements of Additional Information and supplements thereto; (xiii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements thereto sent to existing shareholders; and (xiv) such non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Fund is a party and any legal obligation that the Fund may have to indemnify the Trustees, officers and/or employees or agents with respect thereto. Subadviser shall not cause the Trust or the Funds to incur any expenses, other than those reasonably necessary for Subadviser to fulfill its obligations under this Agreement, unless Subadviser has first notified Manager of its intention to do so.
5.3 Insurance . Subadviser shall maintain for the duration hereof, with an insurer acceptable to Manager, a blanket bond and professional liability (errors and omissions) insurance in amounts reasonably acceptable to Manager. Subadviser agrees that such insurance shall be considered primary and Subadviser shall assure that such policies pay claims prior to similar policies that may be maintained by Manager. In the event Subadviser fails to have in force such insurance, that failure will not exclude Subadviser ’s responsibility to pay for any damages in breach hereof.
VI. CONFLICTS OF INTEREST
6.1 Conflicts of Interest . It is understood that the Trustees, officers, agents and shareholders of the Trust are or may be interested in Subadviser as directors, officers, stockholders or otherwise; that directors, officers, agents and stockholders of Subadviser are or may be interested in the Trust as trustees, officers, shareholders or otherwise; that Subadviser may be interested in the Trust; and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise
provided in the Trust ’s Declaration of Trust and the Certificate of Formation and Limited Liability Company Operating Agreement of Subadviser, respectively, or by specific provisions of applicable law.
VII. REGULATION
7.1 Regulation . Subadviser shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement any information, reports or other material which any such body by reason of this Agreement may reasonably request or require pursuant to applicable laws and regulations.
VIII. DURATION AND TERMINATION OF AGREEMENT
8.1 Effective Date; Duration; Continuance . (a) This Agreement shall become effective on October 1, 2022.
(b) Subject to prior termination pursuant to Section 8.2 below, this Agreement shall continue in force until the next annual renewal, 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 or by a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees who are not “interested persons ” (as such term is defined in the Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval.
(c) Except to the extent that the Trust has obtained and/or relies upon an exemptive order of the Commission or a no-action letter of the staff of the Commission providing relief from the requirement to obtain shareholder approval of this Agreement, the required shareholder approval of this Agreement or any continuance of this Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve this Agreement or its continuance.
8.2 Termination and Assignment . (a) This Agreement may be terminated at any time, upon sixty days ’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.
(b) This Agreement will terminate automatically, without the payment of any penalty, (i) in the event of its assignment (as defined in the Investment Company Act) or (ii) in the event the Management Contract is terminated for any reason.
8.3 Definitions . 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 as now in effect or as hereafter amended, and subject to such orders or no-action letters as may be granted by the Securities and Exchange Commission ( “Commission ”).
IX. REPRESENTATIONS, WARRANTIES AND COVENANTS
9.1 Representations of the Fund . The Trust, on behalf of the Fund, represents and warrants that:
(i) the Trust is a business trust established pursuant to the laws of the Commonwealth of Massachusetts;
(ii) the Trust is duly registered as an investment company under the Investment Company Act and the Fund is a duly constituted series portfolio thereof;
(iii) the execution, delivery and performance of this Agreement are within the Trust ’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the Investment Company Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Trust or the Fund;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with;
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against the Trust and the Fund in accordance with its terms; and
(vi) the Fund is exempt from registration under the Commodity Exchange Act pursuant to Rule 4.5 of the Commodity Futures Trading Commission ( “CFTC ”), and the Fund is in compliance with the requirements of CFTC Rule 4.5.
9.2 Representations of the Manager . The Manager represents, warrants and agrees that:
(i) Manager is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Manager is duly registered as an “investment adviser ” under the Investment Advisers Act of 1940 ( “Advisers Act ”);
(iii) Manager has been duly appointed by the Trustees and Shareholders of the Fund to provide investment services to the Fund as contemplated by the Management Contract.
(iv) the execution, delivery and performance of this Agreement are within Manager ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Manager;
(v) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(vi) this Agreement constitutes a legal, valid and binding obligation enforceable against Manager.
9.3 Representations of Subadviser . Subadviser represents, warrants and agrees that:
(i) Subadviser is a Delaware limited liability company established pursuant to the laws of the State of Delaware;
(ii) Subadviser is duly registered as an “investment adviser ” under the Advisers Act.
(iii) the execution, delivery and performance of this Agreement are within Subadviser ’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Subadviser;
(iv) no consent (including, but not limited to, exchange control consents) of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and
(v) this Agreement constitutes a legal, valid and binding obligation enforceable against Subadviser.
9.4 Covenants of the Subadviser . (a) Subadviser will promptly notify the Trust and Manager in writing of the occurrence of any event which could have a material impact on the performance of its obligations pursuant to this Agreement, including without limitation:
(i) the occurrence of any event which could disqualify Subadviser from serving as an investment adviser of a registered investment company pursuant to Section 9(a) of the Investment Company Act or otherwise;
(ii) any material change in the Subadviser ’s overall business activities that may have a material adverse effect on the Subadviser ’s ability to perform under its obligations under this Agreement;
(iii) any event that would constitute a change in control of Subadviser;
(iv) any change in the portfolio manager(s) of the Fund;
(v) any proposed change or change in the representations made by Subadviser concerning the nature of the Subadviser ’s business plan; and
(vi) the existence of any pending or threatened audit, investigation, complaint, examination or other inquiry (other than routine regulatory examinations or inspections) relating to the Fund conducted by any state or federal governmental regulatory authority.
(b) Subadviser agrees that it will promptly supply Manager with copies of any material changes to any of the documents provided by Subadviser pursuant to Section 3.1.
X. MISCELLANEOUS PROVISIONS
10.1 Use of Subadviser ’s Name . Neither the Trust nor Manager will use the name of Subadviser, or any affiliate of Subadviser, in any prospectus, advertisement sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.2 Use of Trust or Manager ’s Name . Subadviser will not use the name of Manager, the Trust or the Fund in any prospectus, advertisement, sales literature or other communication to the public except in accordance with such policies and procedures as shall be mutually agreed to by the Subadviser and the Manager.
10.3 Amendments . This Agreement may be modified by mutual consent of the Manager, the Subadviser and the Fund subject to the provisions of Section 15 of the Investment Company Act, as modified by or interpreted by any applicable order or orders of the Commission or any rules or regulations adopted by, or interpretive releases of, the Commission and applicable no-action letters issued by the staff thereof.
10.4 Entire Agreement . This Agreement contains the entire understanding and agreement of the parties with respect to the subject hereof.
10.5 Captions . The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of the Agreement.
10.6 Notices . All notices required to be given pursuant to this Agreement shall be delivered or mailed to the last known business address of the Trust, Manager or Subadviser, as the case may be, in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice shall be deemed given on the date delivered or mailed in accordance with this Section 10.6.
10.7 Severability . Should any portion of this Agreement, for any reason, be held to be void at law or in equity, the Agreement shall be construed, insofar as is possible, as if such portion had never been contained herein.
10.8 Governing Law . The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts (without giving effect to the choice of law provisions thereof), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the Commonwealth of Massachusetts, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter shall control.
10.9 Limitation of Liability . A copy of the Declaration of Trust establishing the Trust, dated September 5, 1984, together with all amendments, is on file in the office of the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this Agreement is not executed on behalf of any of the Trustees as individuals and no Trustee, shareholder, officer, employee or agent of the Trust shall be held to any personal liability, nor shall resort be had to their private property, for the satisfaction of any obligation or claim, in connection with the affairs of the Trust or the Fund, but only the assets belonging to the Fund shall be liable.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity U.S. Sustainability Index Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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Geode Capital Management, LLC |
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By |
/s/Jeffrey S. Miller |
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Jeffrey S. Miller
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APPENDIX A
Pursuant to Section 1.6 of the Subadvisory Agreement among Fidelity Salem Street Trust (the “Trust ”), on behalf of Fidelity U.S. Sustainability Index Fund (the “Fund ”), Fidelity Management & Research Company LLC ( “Manager ”) and Geode Capital Management, LLC ( “Subadviser ”), Subadviser shall be compensated for the services it performs on behalf of the Fund as follows:
1. Fees Payable by Manager . Manager will pay Subadviser a monthly fee computed at an annual rate of 0.0360% (3.60 basis points) of the average daily net assets of the Fund (computed in the manner set forth in the Trust ’s Declaration of Trust) throughout the month.
Subadviser ’s fee shall be computed monthly, and within twelve business days of the end of each calendar month, Manager shall transmit to Subadviser the fee for the previous month. Payment shall be made in federal funds wired to a bank account designated by Subadviser. If this Agreement becomes effective or terminates before the end of any month, the fee (if any) for the period from the effective date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs.
Subadviser agrees to look exclusively to Manager, and not to any assets of the Trust or the Fund, for the payment of Subadviser ’s fees arising under this Paragraph 1.
AMENDED and RESTATED
MANAGEMENT CONTRACT
between
FIDELITY SALEM STREET TRUST: FIDELITY TACTICAL BOND FUND
and
FIDELITY MANAGEMENT & RESEARCH COMPANY LLC
AGREEMENT AMENDED and RESTATED as of this 1st day of October, 2022, by and between Fidelity Salem Street Trust, a Massachusetts business trust which may issue one or more series of shares of beneficial interest (hereinafter called the Trust), on behalf of Fidelity Tactical Bond Fund (hereinafter called the Fund), and Fidelity Management & Research Company LLC, a Delaware limited liability company (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 Trusts Board of Trustees, direct the investments of the Fund in accordance with the investment objective, policies and limitations as provided in the Funds 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 Trusts 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 Trusts existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Funds 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 Trusts 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 Trusts Board of Trustees with respect to the Trusts 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 Funds 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 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 included on Master Schedule A to Management Contracts, as may be updated from time to time, which is hereby incorporated by reference to this Agreement, (computed in the manner set forth in the Trusts 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 |
Annualized |
0 - $3 billion |
.3700% |
3 - 6 |
.3400 |
6 - 9 |
.3100 |
9 - 12 |
.2800 |
12 - 15 |
.2500 |
15 - 18 |
.2200 |
18 - 21 |
.2000 |
21 - 24 |
.1900 |
24 - 30 |
.1800 |
30 - 36 |
.1750 |
36 - 42 |
.1700 |
42 - 48 |
.1650 |
48 - 66 |
.1600 |
66 - 84 |
.1550 |
84 - 120 |
.1500 |
120 - 156 |
.1450 |
156 - 192 |
.1400 |
192 - 228 |
.1350 |
228 - 264 |
.1300 |
264 - 300 |
.1275 |
300 - 336 |
.1250 |
336 - 372 |
.1225 |
372 - 408 |
.1200 |
408 - 444 |
.1175 |
444 - 480 |
.1150 |
480 - 516 |
.1125 |
516 - 587 |
.1100 |
587 - 646 |
.1080 |
646 - 711 |
.1060 |
711 - 782 |
.1040 |
782 - 860 |
.1020 |
860 - 946 |
.1000 |
946 - 1,041 |
.0980 |
1,041 - 1,145 |
.0960 |
1,145 - 1,260 |
.0940 |
1,260 - 1,386 |
.0920 |
1,386 - 1,525 |
.0900 |
1,525 - 1,677 |
.0880 |
1,677 - 1,845 |
.0860 |
1,845 - 2,030 |
.0840 |
over 2,030 |
.0820
|
(b)
Individual Fund Fee Rate. The Individual Fund Fee Rate shall be 0.45%.
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 Fund (computed in the manner set forth in the Trusts 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 Fund will pay all its expenses, which expenses payable by the Fund 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 Trusts Trustees other than those who are interested persons of the Trust 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 Trust and the Funds 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 Fund; (viii) all other expenses incidental to holding meetings of the Funds 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 Fund is a party and the legal obligation which the Fund may have to indemnify the Trusts Trustees and officers with respect thereto.
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 Advisers 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 September 30, 2023 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 (to the extent required by the 1940 Act).
(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 Trusts 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.
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.
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FIDELITY SALEM STREET TRUST |
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on behalf of Fidelity Tactical Bond Fund |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato |
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer |
Schedule A
Name of Trust |
Name of Fund/Class |
Basis Point Expense Rate |
Expiration Date |
Fidelity Concord Street Trust |
Fidelity 500 Index Fund |
1.5 |
04/30/2023 |
Fidelity Concord Street Trust |
Fidelity Extended Market Index Fund |
3.5 |
04/30/2023 |
Fidelity Concord Street Trust |
Fidelity International Index Fund |
3.5 |
04/30/2023 |
Fidelity Concord Street Trust |
Fidelity Total Market Index Fund |
1.5 |
04/30/2023 |
Fidelity Salem Street Trust |
Fidelity Emerging Markets Index Fund |
7.5 |
12/31/2022 |
Fidelity Salem Street Trust |
Fidelity Global ex U.S. Index Fund |
5.5 |
12/31/2022 |
Fidelity Salem Street Trust |
Fidelity Large Cap Growth Index Fund |
3.5 |
06/30/2023 |
Fidelity Salem Street Trust |
Fidelity Large Cap Value Index Fund |
3.5 |
06/30/2023 |
Fidelity Salem Street Trust |
Fidelity Mid Cap Index Fund |
2.5 |
06/30/2023 |
Fidelity Salem Street Trust |
Fidelity Small Cap Index Fund |
2.5 |
06/30/2023 |
Fidelity Salem Street Trust |
Fidelity U.S. Bond Index Fund |
2.5 |
10/31/2023 |
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FIDELITY MANAGEMENT & RESEARCH COMPANY LLC |
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By |
/s/Christopher J. Rimmer |
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Christopher J. Rimmer
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FIDELITY CONCORD STREET TRUST, |
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on behalf of the Funds listed on Schedule A |
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By |
/s/Stacie M. Smith |
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Stacie M. Smith
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FIDELITY SALEM STREET TRUST, |
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on behalf of the Funds listed on Schedule A |
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By |
/s/Laura M. Del Prato |
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Laura M. Del Prato
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Dechert LLP
One International Place, 40th Floor
100 Oliver Street
Boston, MA 02110-2605
+1 617 728 7100 Main
+1 617 426 6567 Fax
www.dechert.com
October 20, 2022
Fidelity Salem Street Trust
245 Summer Street
Boston, MA 02210
Re: Post-Effective Amendment No. 543 to the Registration Statement on Form N-1A
Ladies and Gentlemen:
We have acted as counsel to Fidelity Salem Street Trust, a Massachusetts business trust (the Trust) and its separate series Fidelity SAI Sustainable Core Plus Bond Fund, Fidelity SAI Sustainable Low Duration Income Fund, Fidelity Sustainable Core Plus Bond Fund, Fidelity Sustainable Low Duration Bond Fund, and Fidelity Tactical Bond Fund (the Funds), in connection with Post-Effective Amendment No. 543 to the Trusts Registration Statement on Form N-1A (the Amendment) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act).
In connection with the opinion set forth herein, you have provided to us originals, copies or facsimile transmissions of, and we have reviewed and relied upon, among other things, copies of the following: the Amendment; the Amended and Restated Declaration of Trust of the Trust dated May 16, 2001, as amended; the By-Laws of the Trust dated June 17, 2004; and other such Trust records, certificates, resolutions, documents and statutes that we have deemed relevant in order to render the opinion expressed herein. In addition, we have reviewed and relied upon a Certificate issued by the Secretary of the Commonwealth of Massachusetts.
In rendering this opinion we have assumed, without independent verification, (i) the due authority of all individuals signing in representative capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Trusts Board of Trustees;
(iv) that the facts contained in the instruments and certificates or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Board of Trustees, or in
the Amendment, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Amendment or otherwise. When any opinion set forth below relates to the existence or standing of the Trust, such opinion is based entirely upon and is limited by the items referred to above, and we understand that the foregoing assumptions, limitations and qualifications are acceptable to you.
Based upon the foregoing, we are of the opinion that the Funds shares registered under the Securities Act, when issued and sold in accordance with the terms of purchase described in the Amendment, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are given as of the date hereof and we undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein. We hereby consent to the filing of this opinion as an exhibit to the Amendment and to the use of our name in the Amendment unless and until we revoke such consent. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Dechert LLP
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this PostEffective Amendment to Registration Statement No. 002-41839 on Form N1A of our reports dated October 14, 2022, relating to the financial statements and financial highlights of Fidelity SAI Sustainable Core Plus Bond Fund, Fidelity SAI Sustainable Low Duration Income Fund, Fidelity Sustainable Core Plus Bond Fund, and Fidelity Sustainable Low Duration Bond Fund, and our report dated October 17, 2022, relating to the financial statements and financial highlights of Fidelity Tactical Bond Fund, each a fund of Fidelity Salem Street Trust, appearing in the Annual Reports on Form N-CSR of Fidelity Salem Street Trust for the period ended August 31, 2022, and to the references to us under the headings Financial Highlights in the Prospectuses and Independent Registered Public Accounting Firm or Independent Registered Public Accounting Firms in the Statements of Additional Information, which are a part of such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
October 20, 2022