FIDELITY MANAGEMENT & RESEARCH COMPANY
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
FIDELITY SELECT PORTFOLIOS: ON BEHALF OF MULTIMEDIA PORTFOLIO
AMENDMENT made this 1st day of April, 2001, by and between Fidelity Management & Research Company, a Massachusetts
corporation with principal offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the "Advisor"); Fidelity
Management & Research (U.K.) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Select Portfolios, a Massachusetts business
trust which may issue one or more series of shares of beneficial interest (hereinafter called the "Trust") on behalf of Multimedia Portfolio
(hereinafter called the "Portfolio").
Required authorization and approval by shareholders and Trustees having been obtained, the Trust, on behalf of the Portfolio, the
Advisor, and the Sub-Advisor hereby consent, pursuant to Paragraph 9 of the existing Sub-Advisory Agreement dated March 1, 1994, to
a modification of said Agreement in the manner set forth below. The Amended Sub-Advisory Agreement shall, when executed by duly
authorized officers of the Trust, the Advisor, and the Sub-Advisor, take effect on the 1st day of April, 2001.
WHEREAS the Trust and the Advisor have entered into a Management Contract on behalf of the Portfolio, pursuant to which the
Advisor is to act as investment manager of the Portfolio; and
WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons have personnel in various locations throughout the
world and have been formed in part for the purpose of researching and compiling information and recommendations with respect to the
economies of various countries, and securities of issuers located in such countries, and providing investment advisory services in
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the Trust, the Advisor and the
Sub-Advisor agree as follows:
1. Duties: The Advisor may, in its discretion, appoint the Sub-Advisor to perform one or more of the following services with respect
to all or a portion of the investments of the Portfolio. The services and the portion of the investments of the Portfolio to be advised or
managed by the Sub-Advisor shall be as agreed upon from time to time by the Advisor and the Sub-Advisor. The Sub-Advisor shall pay
the salaries and fees of all personnel of the Sub-Advisor performing services for the Portfolio relating to research, statistical and
(a) Investment Advice: If and to the extent requested by the Advisor, the Sub-Advisor shall provide investment advice to the
Portfolio and the Advisor with respect to all or a portion of the investments of the Portfolio, and in connection with such advice shall
furnish the Portfolio and the Advisor such factual information, research reports and investment recommendations as the Advisor may
reasonably require. Such information may include written and oral reports and analyses.
(b) Investment Management: If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of
the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and
limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment
Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any
stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such
broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated
in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services
such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or
lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be
subject to the control and direction of the Advisor and the Trust's Board of Trustees.
(c) Subsidiaries and Affiliates: The Sub-Advisor may perform any or all of the services contemplated by this Agreement
directly or through such of its subsidiaries or other affiliated persons as the Sub-Advisor shall determine; provided, however, that
performance of such services through such subsidiaries or other affiliated persons shall have been approved by the Trust to the extent
required pursuant to the 1940 Act and rules thereunder.
2. Information to be Provided to the Trust and the Advisor: The Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or the Advisor may reasonably request from time to time, or as the
Sub-Advisor may deem to be desirable.
3. Brokerage: In connection with the services provided under subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor
shall place all orders for the purchase and sale of portfolio securities for the Portfolio's account with brokers or dealers selected by the
Sub-Advisor, which may include brokers or dealers affiliated with the Advisor or Sub-Advisor. The Sub-Advisor shall use its best efforts
to seek to execute portfolio transactions at prices which are advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) to the Portfolio and/or to the other accounts over which the Sub-Advisor or Advisor exercise investment discretion. The
Sub-Advisor is authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing a
portfolio transaction for the Portfolio which is in excess of the amount of commission another broker or dealer would have charged for
effecting that transaction if the Sub-Advisor determines in good faith that such amount of commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer. This determination may be viewed in terms of either that
particular transaction or the overall responsibilities which the Sub-Advisor has with respect to accounts over which it exercises
investment discretion. The Trustees of the Trust shall periodically review the commissions paid by the Portfolio to determine if the
commissions paid over representative periods of time were reasonable in relation to the benefits to the Portfolio.
4. Compensation: The Advisor shall compensate the Sub-Advisor on the following basis for the services to be furnished hereunder.
(a) Investment Advisory Fee: For services provided under subparagraph (a) of paragraph 1 of this Agreement, the Advisor
agrees to pay the Sub-Advisor a monthly Sub-Advisory Fee. The Sub-Advisory Fee shall be equal to 110% of the Sub-Advisor's costs
incurred in connection with rendering the services referred to in subparagraph (a) of paragraph 1 of this Agreement. The Sub-Advisory
Fee shall not be reduced to reflect expense reimbursements or fee waivers by the Advisor, if any, in effect from time to time.
(b) Investment Management Fee: For services provided under subparagraph (b) of paragraph 1 of this Agreement, the Advisor
agrees to pay the Sub-Advisor a monthly Investment Management Fee. The Investment Management Fee shall be equal to: (i) 50% of the
monthly management fee rate (including performance adjustments, if any) that the Portfolio is obligated to pay the Advisor under its
Management Contract with the Advisor, multiplied by: (ii) the fraction equal to the net assets of the Portfolio as to which the Sub-Advisor
shall have provided investment management services divided by the net assets of the Portfolio for that month. If in any fiscal year the
aggregate expenses of the Portfolio exceed any applicable expense limitation imposed by any state or federal securities laws or
regulations, and the Advisor waives all or a portion of its management fee or reimburses the Portfolio for expenses to the extent required
to satisfy such limitation, the Investment Management Fee paid to the Sub-Advisor will be reduced by 50% of the amount of such waivers
or reimbursements multiplied by the fraction determined in (ii). If the Sub-Advisor reduces its fees to reflect such waivers or
reimbursements and the Advisor subsequently recovers all or any portion of such waivers or reimbursements, then the Sub-Advisor shall
be entitled to receive from the Advisor a proportionate share of the amount recovered. To the extent that waivers and reimbursements by
the Advisor required by such limitations are in excess of the Advisor's management fee, the Investment Management Fee paid to the
Sub-Advisor will be reduced to zero for that month, but in no event shall the Sub-Advisor be required to reimburse the Advisor for all or a
portion of such excess reimbursements.
(c) Provision of Multiple Services: If the Sub-Advisor shall have provided both investment advisory services under
subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments
of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively
under subparagraph (b) of this paragraph 4.
5. Expenses: It is understood that the Portfolio will pay all of its expenses other than those expressly stated to be payable by the
Sub-Advisor hereunder or by the Advisor under the Management Contract with the Portfolio, which expenses payable by the Portfolio
shall include, without limitation, (i) interest and taxes; (ii) brokerage commissions and other costs in connection with the purchase or sale
of securities and other investment instruments; (iii) fees and expenses of the Trust's Trustees other than those who are "interested
persons" of the Trust, the Sub-Advisor or the Advisor; (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 therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and other registered investment companies having Advisory and Service
or Management Contracts with the Advisor, of 50% of insurance premiums for fidelity and other coverage; (x) its proportionate share of
association membership dues; (xi) expenses of typesetting for printing Prospectuses and Statements of Additional Information and
supplements thereto; (xii) expenses of printing and mailing Prospectuses and Statements of Additional Information and supplements
thereto sent to existing shareholders; and (xiii) such non-recurring or extraordinary expenses as may arise, including those relating to
actions, suits or proceedings to which the Portfolio is a party and the legal obligation which the Portfolio may have to indemnify the
Trust's Trustees and officers with respect thereto.
6. Interested Persons: It is understood that Trustees, officers, and shareholders of the Trust are or may be or become interested in the
Advisor or the Sub-Advisor as directors, officers or otherwise and that directors, officers and stockholders of the Advisor or the
Sub-Advisor are or may be or become similarly interested in the Trust, and that the Advisor or the Sub-Advisor may be or become
interested in the Trust as a shareholder or otherwise.
7. Services to Other Companies or Accounts: The services of the Sub-Advisor to the Advisor are not to be deemed to be exclusive,
the Sub-Advisor being free to render services to others and engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a material manner, with the Sub-Advisor's ability to meet all of its
obligations hereunder. The Sub-Advisor shall for all purposes be an independent contractor and not an agent or employee of the Advisor
or the Trust.
8. Standard of Care: In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder
of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
9. Duration and Termination of Agreement; Amendments:
(a) Subject to prior termination as provided in subparagraph (d) of this paragraph 9, this Agreement shall continue in force until
July 31, 2001 and indefinitely thereafter, but only so long as the continuance after such period shall be specifically approved at least
annually by vote of the Trust's Board of Trustees or by vote of a majority of the outstanding voting securities of the Portfolio.
(b) This Agreement may be modified by mutual consent of the Advisor, the Sub-Advisor and the Portfolio subject to the
provisions of Section 15 of the 1940 Act, as modified by or interpreted by any applicable order or orders of the Securities and Exchange
Commission (the "Commission") or any rules or regulations adopted by, or interpretative releases of, the Commission.
(c) In addition to the requirements of subparagraphs (a) and (b) of this paragraph 9, the terms of any continuance or modification
of this Agreement must have been approved by the vote of a majority of those Trustees of the Trust who are not parties to this Agreement
or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval.
(d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time on sixty (60) days' prior written notice to the other
parties, terminate this Agreement, without payment of any penalty, by action of its Board of Trustees or Directors, or with respect to the
Portfolio by vote of a majority of its outstanding voting securities. This Agreement shall terminate automatically in the event of its
10. Limitation of Liability: The Sub-Advisor is hereby expressly put on notice of the limitation of shareholder liability as set forth in
the Declaration of Trust or other organizational document of the Trust and agrees that any obligations of the Trust or the Portfolio arising
in connection with this Agreement shall be limited in all cases to the Portfolio and its assets, and the Sub-Advisor shall not seek
satisfaction of any such obligation from the shareholders or any shareholder of the Portfolio. Nor shall the Sub-Advisor seek satisfaction
of any such obligation from the Trustees or any individual Trustee.
11. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of
Massachusetts, without giving effect to the choice of laws provisions thereof.
The terms "registered investment company," "vote of a majority of the outstanding voting securities," "assignment," and "interested
persons," when used herein, shall have the respective meanings specified in the 1940 Act as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be signed in their behalf by their respective officers
thereunto duly authorized, and their respective seals to be hereunto affixed, all as of the date written above.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
FIDELITY MANAGEMENT & RESEARCH COMPANY
/s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
FIDELITY SELECT PORTFOLIOS on behalf of
/s/Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
Senior Vice President