As filed with the Securities and Exchange Commission on March 13, 2026
Registration No.
333-293071
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 1 |
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Fidelity Select Portfolios
(Exact Name of Registrant as Specified in
Charter)
Registrant’s Telephone Number (617)
563-7000
245 Summer St., Boston, MA 02210
(Address Of Principal Executive Offices)
Nicole Macarchuk, Secretary and Chief Legal Officer
245 Summer Street
Boston, MA 02210
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to paragraph (b).
Fidelity
Advisor
® health care fund
A
SERIES OF
fidelity
advisor series vii
245
SUMMER STREET, BOSTON, MASSACHUSETTS 02210
1-877-208-0098
NOTICE
OF SPECIAL MEETING OF SHAREHOLDERS
To
the Shareholders of the above fund:
NOTICE
IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of Fidelity Advisor® Health Care Fund will be held
on May 12, 2026, at 8:00 A.M. Eastern Time (ET). The purpose of the Meeting is to consider and act upon the following proposal and
to transact such other business as may properly come before the Meeting or any adjournments thereof.
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(1)
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To approve an Agreement
and Plan of Reorganization providing for the transfer of all of the assets of Fidelity Advisor® Health Care Fund to Health
Care Portfolio in exchange solely for corresponding shares of beneficial interest of Health Care Portfolio and the assumption by Health
Care Portfolio of Fidelity Advisor® Health Care Fund’s liabilities, in complete liquidation of Fidelity Advisor®
Health Care Fund. |
The
Board of Trustees has fixed the close of business on March 16, 2026 as the record date for
the determination of the shareholders of Fidelity Advisor® Health Care Fund entitled to notice of, and to vote at, such
Meeting and any adjournments thereof.
By
order of the Board of Trustees,
NICOLE
MACARCHUK, Secretary
March
16, 2026
Your
vote is important – please vote your shares promptly
. The
Meeting will be held in a virtual format only. Shareholders are invited to attend the Meeting by means of remote audio communication.
You will not be able to attend the Meeting in person. To participate in the Meeting, you must register at https://viewproxy.com/fidelityfunds3/broadridgevsm/.
You will be required to enter your name, an email address, and the control number found on your proxy card or notice you previously received.
If you have lost or misplaced your control number, call Fidelity at or 1-877-208-0098 to verify your identity and obtain your control
number. Requests for registration must be received no later than 5:00 p.m. ET on Monday, May 11, 2026. Once your registration is
approved, you will receive an email confirming your registration with an event link and optional dial-in information to attend the Meeting.
You may vote during the Meeting at www.proxyvote.com/proxy. You will need your control number to vote.
Questions
from shareholders to be considered at a Meeting must be submitted to Broadridge at www.viewproxy.com/fidelityfunds3/broadridgevsm/ no
later than 8:00 a.m. ET on Monday, May 11, 2026.
Shareholders
whose shares are held by a broker, bank or other nominee must first obtain a “legal proxy” from the applicable nominee/ record
holder, who will then provide the shareholder with a newly-issued control number. We note that obtaining a legal proxy may take several
days. Requests for registration should be received no later than 5:00 p.m. ET on Monday, May 11, 2026. Once shareholders have obtained
a new control number, they must visit www.viewproxy.com/fidelityfunds3/broadridgevsm/ and submit their name and newly issued control number
in order to register to participate in and vote at the Meeting.
Any
shareholder who does not expect to virtually attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions
that follow or by indicating voting instructions on the enclosed proxy card, dating and signing it, and returning it in the envelope provided,
which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask for your cooperation in responding
promptly, no matter how large or small your holdings may be. If you wish to wait until the Meeting to vote your shares, you will need
to follow the instructions available on the Meeting’s website during the Meeting in order to do so.
INSTRUCTIONS
FOR EXECUTING PROXY CARD
The
following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating
your vote if you fail to execute your proxy card properly.
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1.
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Individual
Accounts: Your name should be signed exactly as it appears in the registration on the proxy card. |
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2.
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Joint
Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.
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3.
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All
other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration
itself or by the individual executing the proxy card. For example: |
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A. |
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1) |
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ABC
Corp. |
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John
Smith, Treasurer |
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2) |
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ABC
Corp. |
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John
Smith, Treasurer |
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c/o
John Smith, Treasurer |
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B. |
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1) |
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ABC
Corp. Profit Sharing Plan |
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Ann
B. Collins, Trustee |
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2) |
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ABC
Trust |
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Ann
B. Collins, Trustee |
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3) |
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Ann
B. Collins, Trustee |
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Ann
B. Collins, Trustee |
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u/t/d
12/28/78 |
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C. |
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1) |
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Anthony
B. Craft, Cust. |
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Anthony
B. Craft |
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f/b/o
Anthony B. Craft, Jr. |
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UGMA |
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INSTRUCTIONS
FOR VOTING BY TOUCH-TONE TELEPHONE OR THROUGH THE INTERNET
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1.
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Read the proxy statement, and
have your proxy card handy. |
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2.
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Call the toll-free number or
visit the web site indicated on your proxy card. |
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3.
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Enter the number found in the
box on the front of your proxy card. |
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4.
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Follow the recorded or on-line
instructions to cast your vote up until 11:59 p.m. ET on May 11, 2026. |
This
Page Intentionally Left Blank
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FIDELITY
ADVISOR® HEALTH CARE FUND |
HEALTH
CARE PORTFOLIO |
|
A
SERIES OF FIDELITY ADVISOR SERIES VII |
A
SERIES OF FIDELITY SELECT PORTFOLIOS |
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245
SUMMER STREET, BOSTON, MASSACHUSETTS 02210
1-877-208-0098
PROXY
STATEMENT AND PROSPECTUS
MARCH
16, 2026
This
combined Proxy Statement and Prospectus (Proxy Statement) is furnished to shareholders of Fidelity Advisor® Health Care
Fund, a series of Fidelity Advisor Series VII (the Trust), in connection with a solicitation of proxies made by, and on behalf of,
the Trust’s Board of Trustees to be used at the Special Meeting of Shareholders of Fidelity Advisor® Health Care
Fund and at any adjournments thereof (the Meeting), to be held on May 12, 2026, at 8:00 A.M. Eastern Time (ET).
The
Board of Trustees and Fidelity Management & Research Company LLC (FMR or the Adviser), Fidelity Advisor® Health Care
Fund’s investment adviser, have determined that the Meeting will be held in a virtual format only. The Meeting will be accessible
solely by means of remote audio communication. You will not be able to attend the Meeting in person. This Proxy Statement and the accompanying
proxy card are first being mailed on or about March 16, 2026.
As
more fully described in the Proxy Statement, shareholders of Fidelity Advisor® Health Care Fund (the Target Fund) are
being asked to consider and vote on an Agreement and Plan of Reorganization (the Agreement) relating to the proposed acquisition of the
Target Fund by Health Care Portfolio (the Acquiring Fund). The transaction contemplated by the Agreement is referred to as the Reorganization.
If
the Agreement is approved by the fund’s shareholders and the Reorganization occurs, each shareholder of the Target Fund will become
a shareholder of the Acquiring Fund. The Target Fund will transfer all of its assets to the Acquiring Fund in exchange solely for shares
of beneficial interest of the Acquiring Fund and the assumption by the Acquiring Fund of the Target Fund’s liabilities in complete
liquidation of the fund. The total value of your fund holdings will not change as a result of the Reorganization. The Reorganization is
currently scheduled to take place as of the close of business of the New York Stock Exchange (the NYSE) on June 26, 2026, or such other
time and date as the parties to the respective Agreement may agree (the Closing Date).
The
Acquiring Fund, an equity fund, is a non-diversified series of Fidelity Select Portfolios (with the Trust, the trusts), an open-end management
investment company registered with the Securities and Exchange Commission (the SEC). The Acquiring Fund seeks capital appreciation. The
Acquiring Fund seeks to achieve its investment objective by normally investing primarily in common stocks, and by normally investing at
least 80% of assets in companies engaged in the design, manufacture, or sale of products or services used for or in connection with health
care or medicine.
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT
AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
Proxy Statement sets forth concisely the information about the Reorganization and the Acquiring Fund that shareholders should know before
voting on the proposed Reorganization. Please read it carefully and keep it for future reference.
The
following documents have been filed with the SEC and are incorporated into this Proxy Statement by reference, which means they are part
of this Proxy statement for legal purposes:
For
a free copy of a funds’ current Prospectus(es), Statement(s) of Additional Information, or Form N-CSR and/or Form N-CSRS,
call Fidelity at 1-877-208-0098 (Advisor Classes) or 1-800-544-8544 (Retail Class), visit Fidelity’s web sites at either institutional.fidelity.com
or www.fidelity.com, or write to Fidelity Distributors Company LLC at 900 Salem Street, Smithfield, Rhode Island 02917.
The
trusts are subject to the informational requirements of the Securities and Exchange Act of 1934, as amended. Accordingly, each must file
proxy material, reports, and other information with the SEC. You can review and copy such information from the EDGAR database on the SEC’s
web site at http://www.sec.gov. You can also obtain copies of such information, after paying a duplicating fee, by sending a request by
e-mail to
[email protected] or by writing the SEC’s Public Reference Room, Office of Consumer Affairs and Information Services,
Washington, DC 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-202-551-8090.
An
investment in the funds is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any
other government agency. You could lose money by investing in the funds.
TABLE
OF CONTENTS
The
following is a summary of certain information contained elsewhere in this Proxy Statement, in the Agreement, and/or in the Prospectus(es)
and Statement(s) of Additional Information of the Target Fund and the Acquiring Fund. Shareholders should read the entire Proxy Statement
and the Prospectus of the Acquiring Fund carefully for more complete information.
Certain
arrangements described herein, including without limitation, the establishment of Class A, Class M, Class C, Class I,
and Class Z shares, are not currently in effect for the Acquiring Fund, but rather are expected to become effective prior to consummation
of the Reorganization.
What
proposal am I being asked to vote on?
As
more fully described in the “Proposed Transaction” below, shareholders of the Target Fund are being asked to approve the Agreement
relating to the proposed acquisition of the Target Fund by the Acquiring Fund.
Shareholders
of record as of the close of business on March 16, 2026, will be entitled to vote at the Meeting.
If
the Agreement is approved by shareholders and the Reorganization occurs, each shareholder of the Target Fund will become a shareholder
of the Acquiring Fund instead. The Target Fund will transfer all of its assets to the Acquiring Fund in exchange solely for corresponding
shares of beneficial interest of Class A, Class M, Class C, Class I, and Class Z shares of the Acquiring Fund
and the assumption by the Acquiring Fund of the Target Fund’s liabilities in complete liquidation of the Target Fund. The Class A,
Class M, Class C, Class I, and Class Z shares of the Acquiring Fund are not currently offered but will commence operations
prior to the closing of the Reorganization. The Reorganization is currently scheduled to take place as of the close of business of the
NYSE on the Closing Date.
For
more information please refer to the section entitled “The Proposed Transaction – Agreement and Plan of Reorganization.”
Has
the Board of Trustees approved the proposal?
Yes.
The Board of Trustees of the Target Fund has carefully reviewed the proposal and approved the Agreement and the Reorganization. The
Board of Trustees unanimously recommends that shareholders vote
in favor of the Reorganization by approving the
Agreement.
What
are the reasons for the proposal?
The
Board of Trustees considered the following factors, among others, in determining to recommend that shareholders vote in favor of the Reorganization
by approving the Agreement:
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The Reorganization will
permit shareholders to pursue the same investment objectives and nearly identical strategies in a larger fund with lower expenses. |
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Based on the pro forma expense
data, shareholders of the Target Fund would have benefited from an expense reduction of approximately 1 to 2 basis points, depending on
the class. |
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The Reorganization is expected
to qualify as a tax-free reorganization for federal income tax purposes. |
For
more information, please refer to the section entitled “The Proposed Transaction – Reasons for the Reorganization.”
How
will you determine the number of shares of the Acquiring Fund that I will receive?
Although
the number of shares you own will most likely change, the total value of your holdings will not change as a result of the Reorganization.
As provided in the Agreement, the Target Fund will distribute shares of the Acquiring Fund to its shareholders so that each shareholder
will receive the number of full and fractional shares of the Acquiring Fund equal in value to the net asset value of shares of the Target
Fund held by such shareholder on the Closing Date.
For
more information, please refer to the section entitled “The Proposed Transaction – Agreement and Plan of Reorganization.”
What
class of shares of the Acquiring Fund will I receive?
Holders
of Class A, Class M, Class C, Class I, and Class Z shares of the Target Fund will receive, respectively, Class
A, Class M, Class C, Class I, and Class Z shares of the Acquiring Fund. Class A, Class M, Class C,
Class I, and Class Z shares of the Acquiring Fund are being created to facilitate the Reorganization and will commence operations
prior to the Closing Date of the Reorganization.
TABLE
OF CONTENTS
Is
the Reorganization considered a taxable event for federal income tax purposes?
No.
Each fund will receive an opinion of counsel that the Reorganization will not result in any gain or loss for federal income tax purposes
either to the Target Fund or the Acquiring Fund or to the shareholders of either fund, except that the Target Fund may recognize gain
or loss with respect to assets (if any) that are subject to “mark-to-market” tax accounting. In addition, any portfolio adjustments
to the funds may result in net realized gains which may need to be distributed in the form of taxable distributions to shareholders before
and/or after the date of the Reorganization.
For
more information, please refer to the section entitled “The Proposed Transaction – Federal Income Tax Considerations.”
How
do the funds’ investment objectives, strategies, policies, and limitations compare?
The
Target Fund and the Acquiring Fund have the same investment objectives and similar
principal investment strategies as set forth in the chart below.
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Investment
Objective (is fundamental, that is, subject to change only with shareholder approval) |
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Investment
Objective (is fundamental, that is, subject to change only with shareholder approval)
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The
fund seeks capital appreciation. |
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Same
investment objective. |
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Principal
Investment Strategies |
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Principal
Investment Strategies |
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The
fund invests primarily in companies engaged in the design, manufacture, or sale of products or services
used for or in connection with health care or medicine.
(Policy
is subject to change only with shareholder approval.) |
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Same
principal strategy.
(Policy
can be changed without shareholder approval only upon 60 days’ prior notice to shareholders of the fund.) |
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The
fund normally invests at least 80% of its assets in securities of companies principally engaged in these activities. |
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Same
principal strategy. |
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These
companies may include, for example, companies engaged in the research, development, manufacturing, or marketing of products based on biotechnology
research; companies engaged in research, development, or production of pharmaceuticals, including veterinary drugs; manufacturers, distributors,
and wholesalers of health care equipment, devices, and supplies including drug delivery systems and eye care products; and owners and
operators of health care facilities, HMOs, and other managed plans. |
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Same
principal strategy. |
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For
purposes of the fund’s policy to normally invest at least 80% of its assets in securities of companies principally engaged in the
business activity or activities identified for the fund, Fidelity may consider a company to be principally engaged in the designated business
activity or activities based on: (i) the level of a company’s assets, income, sales, or profits that are committed to, derived from,
or related to the designated business activity or activities, or (ii) whether a third party has given the company an industry or sector
classification consistent with the designated business activity or activities. Whether a company is principally engaged in the designated
business activity or activities can be determined under any of these factors. |
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Same
principal strategy. |
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Effective
December 11, 2025, derivative instruments that provide investment exposure to the investments above or exposure to one or more market
risk factors associated with such investments are included in the fund’s 80% policy, consistent with the fund’s investment
policies and limitations with respect to investments in derivatives. |
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Same
principal strategy. |
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TABLE
OF CONTENTS
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The
Adviser does not place any emphasis on income when selecting securities, except when it believes that income may have a favorable effect
on a security’s market value. |
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Same
principal strategy. |
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The
Adviser normally invests each fund’s assets primarily in common stocks. |
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Same
principal strategy. |
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The
fund may invest in domestic and foreign securities. Foreign stocks may make up a majority of the fund’s assets at times. |
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Same
principal strategy. |
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No
corresponding principal strategy. |
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In
addition to concentrating on particular industries, the fund may invest a significant percentage of its assets in relatively few companies
and may invest up to 25% in a single company. The fund is classified as non-diversified. |
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In
buying and selling securities for a fund, the Adviser relies on fundamental analysis, which involves a bottom-up assessment of a company’s
potential for success in light of factors including its financial condition, earnings outlook, strategy, management, industry position,
and economic and market conditions. |
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Same
principal strategy. |
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For
a comparison of the principal risks associated with the Target Fund’s and the Acquiring Fund’s principal investment strategies,
please refer to the section entitled “Comparison of Principal Risk Factors.”
The
Target Fund and the Acquiring Fund have similar fundamental and non-fundamental investment policies and
limitations. There are some differences of which you should be aware as summarized in the chart below:
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Fundamental
Policies and Limitations (subject to change only with shareholder approval) |
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Fundamental
Policies and Limitations (subject to change only with shareholder approval)
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Diversification |
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No
corresponding policy or limitation. |
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The
fund may not with respect to 75% of the fund’s total assets, purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as
a result, (a) more than 5% of the fund’s total assets would be invested in the securities of that issuer, or (b) the fund would
hold more than 10% of the outstanding voting securities of that issuer. |
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Concentration |
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Concentration
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The
fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in
the securities of issuers principally engaged in the business activities of the industries in the health
care sector. |
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The
fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund’s total assets would be invested in
the securities of issuers principally engaged in the health care industries. |
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Pooled
Funds: |
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Pooled
Funds: |
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The
fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single
open-end management investment company managed by FMR or an affiliate or successor with substantially
the same fundamental investment objective, policies, and limitations as the fund. |
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The
fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the
fund. |
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Non-fundamental
Policies and Limitations (may be changed without shareholder approval) |
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Non-fundamental
Policies and Limitations (may be changed without shareholder approval)
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TABLE
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Diversification |
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Diversification
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The
fund intends to comply both with the Subchapter M diversification requirements and with the diversification requirements described in
the fundamental investment limitations disclosure above. |
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In
order to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended, the fund currently
intends to comply with certain diversification limits imposed by Subchapter M. |
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Subchapter
M generally requires a fund to invest no more than 25% of its total assets in securities of any one issuer or in the securities of certain
publicly-traded partnerships and to invest at least 50% of its total assets so that (a) no more than 5% of the fund’s total assets
are invested in securities of any one issuer, and (b) the fund does not hold more than 10% of the outstanding voting securities of that
issuer. However, Subchapter M allows unlimited investments in cash, cash items, government securities (as defined in Subchapter M) and
securities of other regulated investment companies. These tax requirements are generally applied at the end of each quarter of the fund’s
taxable year. |
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Pooled
Funds: |
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Pooled
Funds: |
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The
fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company managed
by FMR or an affiliate or successor with substantially the same fundamental investment objective, policies, and limitations as
the fund. |
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The
fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company with substantially
the same fundamental investment objective, policies, and limitations as the fund. |
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Except
as noted above, the Target Fund and the Acquiring Fund have the same fundamental and non-fundamental investment policies and limitations.
For
more information about each fund’s investment objectives, strategies, policies, and limitations, please refer to the “Investment
Details” section of each fund’s Prospectus, and to the “Investment Policies and Limitations” section of each fund’s
Statement of Additional Information, each of which is incorporated herein by reference.
Following
the Reorganization, the combined fund will be managed in accordance with the investment objective, strategies, policies, and limitations
of the Acquiring Fund.
How
do the funds’ management and distribution arrangements compare?
The
following summarizes the management and distribution arrangements of the Target Fund and the Acquiring Fund:
Management
of the Funds
The
principal business address of Fidelity Management & Research Company LLC (FMR), each fund’s manager, is 245 Summer Street, Boston,
Massachusetts 02210
As
the manager, FMR has overall responsibility for directing the funds’ investments and handling their business affairs. As of December 31,
2024, FMR had approximately $4.7 trillion in discretionary assets under management, and approximately $5.9 trillion when combined with
all of its affiliates’ assets under management.
FMR
Investment Management (UK) Limited (FMR UK), at 25 Cannon Street , London, EC4M 5SB, United Kingdom; Fidelity Management & Research
(Hong Kong) Limited (FMR H.K.), at Floor 19, 41 Connaught Road Central, Hong Kong; and Fidelity Management & Research (Japan) Limited
(FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan are sub-advisers to the funds. As of December 31,
2024, FMR UK had approximately $15.1 billion in discretionary assets under management. As of December 31, 2024, FMR H.K. had approximately
$29.2 billion in discretionary assets under management. As of March 31, 2025, FMR Japan had approximately $2.8 billion in discretionary
assets under management.
FMR
and each of the sub-advisers are expected to continue serving as manager or sub-advisers of the combined fund after the Reorganization.
Edward
Yoon is portfolio manager of the Target Fund and the Acquiring Fund, each of which he has managed since 2008. He also manages other funds.
Since joining Fidelity Investments in 2006, Mr. Yoon has worked as a research analyst and portfolio manager.
TABLE
OF CONTENTS
Mr. Yoon
is expected to continue to be responsible for portfolio management of the combined fund after the Reorganization.
For
information about the compensation of, any other accounts managed by, and any fund shares held by the Target Fund’s portfolio manager,
please refer to the “Management Contracts” section of the Target Funds’ Statement of Additional Information, which is
incorporated herein by reference.
Each
fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment
advisory and other services.
Each
class of each fund pays a management fee to the Adviser.
A
different management fee rate may be applicable to each class of a fund. The difference between classes is the result of separate arrangements
for class-level services and/or waivers of certain expenses. It is not the result of any difference in advisory or custodial fees or other
expenses related to the management of a fund’s assets, which do not vary by class.
The
management fee is calculated and paid to the Adviser every month. The Adviser or an affiliate pays certain expenses of managing and operating
each fund out of each class’s management fee.
When
determining a class’s management fee, a mandate rate is calculated based on the monthly average net assets of a group of funds advised
by FMR within a designated asset class. A discount rate is subtracted from the mandate rate once a fund’s monthly average net assets
reach a certain level. The mandate rate and discount rate may vary by class.
The
annual management fee rate for each class of shares of each fund is the lesser of (1) the class’s mandate rate reduced by the class’s
discount rate (if applicable) or (2) the amount listed below:
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Target
Fund |
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0.69% |
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0.69% |
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0.69% |
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0.68% |
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0.55%
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Acquiring
Fund |
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0.69% |
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0.69% |
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0.69% |
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0.68% |
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0.55% |
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One-twelfth
of the management fee rate for a class is applied to the average net assets of the class for the month, giving a dollar amount which is
the management fee for the class for that month.
For
each fund, the Adviser pays FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, and Fidelity
Management & Research (Japan) Limited for providing sub-advisory services.
The
basis for the Board of Trustees approving the management contract and sub-advisory agreements for the Target Fund is available in the
fund’s Form N-CSR report for the fiscal period ended July 31, 2025.
The
basis for the Board of Trustees approving the management contract and sub-advisory agreements for the Acquiring Fund is available in the
fund’s Form N-CSRS report for the fiscal period ended August 31, 2025, and will be available in the fund’s Form N-CSR
for the fiscal period ended February 28, 2026.
From
time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining the ability to be repaid
if expenses fall below the specified limit prior to the end of the fiscal year.
Reimbursement
or waiver arrangements can decrease expenses and boost performance.
If
the Reorganization is approved, the combined fund will retain the Acquiring Fund’s management fee structure.
For
more information about each fund’s management, please refer to the “Fund Management” section of each fund’s Prospectus,
and to the “Control of Investment Advisers” and “Management Contracts” sections of each fund’s Statement
of Additional Information, each of which is incorporated herein by reference.
Distribution
of Fund Shares
The
principal business address of Fidelity Distributors Company LLC (FDC), each fund’s principal underwriter and distribution agent,
is 900 Salem Street, Smithfield, Rhode Island, 02917.
Class A
of the Target Fund and Acquiring Fund has adopted a Distribution and Service Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (1940 Act). Under the plan, Class A of each fund is authorized to pay FDC a monthly
12b-1 (distribution) fee as compensation for providing services intended to result in the sale of Class A shares. Class A of
each fund may pay this 12b-1 (distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees
may determine from time to time. Currently, the Trustees have not approved such payments. The Trustees may approve 12b-1 (distribution)
fee payments at an annual rate of up to 0.50% of Class A’s average net assets when the Trustees believe that it is in the best interests
of Class A shareholders to do so.
TABLE
OF CONTENTS
In
addition, pursuant to the Class A plan, Class A of the Target and Acquiring Fund pays FDC a monthly 12b-1 (service) fee at an
annual rate of 0.25% of Class A’s average net assets throughout the month for providing shareholder support services.
Class M
of the Target Fund and Acquiring Fund has adopted a Distribution and Service Plan pursuant to
Rule 12b-1 under the 1940 Act. Under the plan, Class M of each fund is authorized to pay FDC a monthly 12b-1 (distribution) fee as
compensation for providing services intended to result in the sale of Class M shares. Class M of each fund may pay this 12b-1
(distribution) fee at an annual rate of 0.50% of its average net assets, or such lesser amount as the Trustees may determine from time
to time. Class M of each fund currently pays FDC a monthly 12b-1 (distribution) fee at an annual rate of 0.25% of its average net
assets throughout the month. Class M’s 12b-1 (distribution) fee rate may be increased only when the Trustees believe that it
is in the best interests of Class M shareholders to do so.
In
addition, pursuant to the Class M plan, Class M of the Target and Acquiring Fund pays FDC a monthly 12b-1 (service) fee at an
annual rate of 0.25% of Class M’s average net assets throughout the month for providing shareholder support services.
Class C
of the Target Fund and Acquiring Fund has adopted a Distribution and Service Plan pursuant to
Rule 12b-1 under the 1940 Act. Under the plan, Class C of each fund is authorized to pay FDC a monthly 12b-1 (distribution) fee as
compensation for providing services intended to result in the sale of Class C shares. Class C of each fund currently pays FDC
a monthly 12b-1 (distribution) fee at an annual rate of 0.75% of its average net assets throughout the month.
In
addition, pursuant to the Class C plan, Class C of the Target and Acquiring Fund pays FDC a monthly 12b-1 (service) fee at an
annual rate of 0.25% of Class C’s average net assets throughout the month for providing shareholder support services.
In
addition to the above payments, each Class A, Class M, and Class C plan specifically recognizes that the Adviser may make
payments from its management fee revenue, past profits, or other resources to FDC for expenses incurred in connection with providing services
intended to result in the sale of Class A, Class M, and Class C shares and/or shareholder support services. The Adviser, directly
or through FDC or one or more affiliates, may pay significant amounts to intermediaries that provide those services. Currently, the Board
of Trustees has authorized such payments for Class A, Class M, and Class C.
Each
of Class I and Class Z of the Target Fund and Acquiring Fund has adopted a Distribution and
Service Plan pursuant to Rule 12b-1 under the 1940 Act that recognizes that the Adviser may use its management fee revenues,
as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services
intended to result in the sale of Class I and Class Z shares and/or shareholder support services. The Adviser, directly or through
FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees has authorized such payments
for Class I and Class Z.
If
the Reorganization is approved, the Distribution and Service Plan for the combined fund will remain unchanged.
For
more information about each fund’s fund distribution, please refer to the “Fund Distribution” section of each fund’s
Prospectus, and to the “Distribution Services” section of each fund’s Statement of Additional Information, each of which
is incorporated herein by reference.
How
do the funds’ fees and operating expenses compare, and what are the combined fund’s fees and operating expenses estimated
to be following the Reorganization?
The
following tables allow you to compare the fees and expenses of each fund and to analyze the pro forma estimated fees and expenses of the
combined fund.
Annual
Fund and Class Operating Expenses
The
following tables show the fees and expenses of the Target Fund for the 12 months ended August 31, 2025, and the pro forma estimated
fees and expenses of the combined fund based on the same time period after giving effect to the Reorganization. Sales charges, if applicable,
are paid directly to FDC, each fund’s distributor. The Combined pro forma expenses for the Acquiring Fund shown below assume that
the Reorganization occurs and are identical to those presented in the fee table included in the registration statement for the new Advisor
share classes of the Acquiring Fund. Annual fund or class operating expenses are paid by each fund or class, as applicable. In
addition to the fees and expenses described below, you may pay other fees, such as brokerage commissions and other fees to financial intermediaries,
which are not reflected in the tables and examples below.
TABLE
OF CONTENTS
As
shown below, the Reorganization is expected to result in lower total operating expenses for shareholders of the Target Fund. As a result,
the rates contained under the “Management fee” and “Total annual operating expenses” for the Pro forma combined
may vary from what is shown in the tables below.
Class A
Shareholder
Fees (fees paid directly from your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
sales charge (load) on purchases (as a % of offering price) |
|
|
5.75% |
|
|
5.75% |
|
|
5.75%
|
|
|
Maximum
contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds) |
|
|
NoneA |
|
|
NoneA |
|
|
NoneA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class
A purchases of $1 million or more will not be subject to a front-end sales charge. Such Class A purchases may be subject, upon
redemption, to a contingent deferred sales charge (CDSC) of 1.00%. |
|
B
|
Class A
will commence operations prior to the Reorganization. |
Annual
Class Operating Expenses
(expenses
that you pay each year as a % of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
fee |
|
|
0.67% |
|
|
0.66% |
|
|
0.66%
|
|
|
Distribution
and/or Service (12b-1) fees |
|
|
0.25% |
|
|
0.25% |
|
|
0.25%
|
|
|
Other
Expenses |
|
|
0.01% |
|
|
0.00% |
|
|
0.00%
|
|
|
Total
annual operating expenses |
|
|
0.93% |
|
|
0.91% |
|
|
0.91% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class
A will commence operations prior to the Reorganization. Amounts are based on estimated expenses for the class’s initial fiscal year.
|
Class M
Shareholder
Fees (fees paid directly from your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
sales charge (load) on purchases (as a % of offering price) |
|
|
3.50% |
|
|
3.50% |
|
|
3.50%
|
|
|
Maximum
contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds) |
|
|
NoneA |
|
|
NoneA |
|
|
NoneA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class M
purchases of $1 million or more will not be subject to a front-end sales charge. Such Class M purchases may be subject, upon
redemption, to a contingent deferred sales charge (CDSC) of 0.25%. |
|
B
|
Class M
will commence operations prior to the Reorganization. |
Annual
Class Operating Expenses
(expenses
that you pay each year as a % of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
fee |
|
|
0.67% |
|
|
0.66% |
|
|
0.66%
|
|
|
Distribution
and/or Service (12b-1) fees |
|
|
0.50% |
|
|
0.50% |
|
|
0.50%
|
|
|
Other
Expenses |
|
|
0.01% |
|
|
0.00% |
|
|
0.00%
|
|
|
Total
annual operating expenses |
|
|
1.18% |
|
|
1.16% |
|
|
1.16% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class M
will commence operations prior to the Reorganization. Amounts are based on estimated expenses for the class’s initial fiscal year.
|
TABLE
OF CONTENTS
Class C
Shareholder
Fees (fees paid directly from your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
sales charge (load) on purchases (as a % of offering price) |
|
|
None |
|
|
None |
|
|
None
|
|
|
Maximum
contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds) |
|
|
1.00%A |
|
|
1.00%A |
|
|
1.00%A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
On
Class C shares redeemed less than one year after purchase. |
|
B
|
Class C
will commence operations prior to the Reorganization. |
Annual
Class Operating Expenses
(expenses
that you pay each year as a % of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
fee |
|
|
0.67% |
|
|
0.66% |
|
|
0.66%
|
|
|
Distribution
and/or Service (12b-1) fees |
|
|
1.00% |
|
|
1.00% |
|
|
1.00%
|
|
|
Other
Expenses |
|
|
0.01% |
|
|
0.00% |
|
|
0.00%
|
|
|
Total
annual operating expenses |
|
|
1.68% |
|
|
1.66% |
|
|
1.66% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class
C will commence operations prior to the Reorganization. Amounts are based on estimated expenses for the class’s initial fiscal year.
|
Class I
Shareholder
Fees (fees paid directly from your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
sales charge (load) on purchases (as a % of offering price) |
|
|
None |
|
|
None |
|
|
None
|
|
|
Maximum
contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds) |
|
|
None |
|
|
None |
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class I
will commence operations prior to the Reorganization. |
Annual
Class Operating Expenses
(expenses
that you pay each year as a % of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
fee |
|
|
0.67% |
|
|
0.66% |
|
|
0.66%
|
|
|
Distribution
and/or Service (12b-1) fees |
|
|
None |
|
|
None |
|
|
None
|
|
|
Other
Expenses |
|
|
0.01% |
|
|
0.00% |
|
|
0.00%
|
|
|
Total
annual operating expenses |
|
|
0.68% |
|
|
0.66% |
|
|
0.66% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class I
will commence operations prior to the Reorganization. Amounts are based on estimated expenses for the class’s initial fiscal year.
|
TABLE
OF CONTENTS
Class Z
Shareholder
Fees (fees paid directly from your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
sales charge (load) on purchases (as a % of offering price) |
|
|
None |
|
|
None |
|
|
None
|
|
|
Maximum
contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds) |
|
|
None |
|
|
None |
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class Z
will commence operations prior to the Reorganization. |
Annual
Class Operating Expenses
(expenses
that you pay each year as a % of the value of your investment)
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
fee |
|
|
0.55% |
|
|
0.54% |
|
|
0.54%
|
|
|
Distribution
and/or Service (12b-1) fees |
|
|
None |
|
|
None |
|
|
None
|
|
|
Other
Expenses |
|
|
0.01% |
|
|
0.01% |
|
|
0.01%
|
|
|
Total
annual operating expenses |
|
|
0.56% |
|
|
0.55% |
|
|
0.55% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Class Z
will commence operations prior to the Reorganization. Amounts are based on estimated expenses for the class’s initial fiscal year.
|
TABLE
OF CONTENTS
Examples
of Effect of Fund Expenses
The
following tables illustrate the expenses on a hypothetical $10,000 investment in each fund under the current and pro forma (combined fund)
expenses calculated at the rates stated above, assuming a 5% annual return after giving effect to the Reorganization. The tables illustrate
how much a shareholder would pay in total expenses if the shareholder sells all of his or her shares at the end of each time period indicated.
Class A
|
|
|
|
|
|
|
|
|
|
|
|
1
year |
|
|
$664 |
|
|
$664 |
|
|
$663 |
|
|
$663 |
|
|
$663 |
|
|
$663
|
|
3
years |
|
|
$854 |
|
|
$854 |
|
|
$848 |
|
|
$848 |
|
|
$848 |
|
|
$848
|
|
5
years |
|
|
$1,060 |
|
|
$1,060 |
|
|
$1,050 |
|
|
$1,050 |
|
|
$1,050 |
|
|
$1,050
|
|
10
years |
|
|
$1,652 |
|
|
$1,652 |
|
|
$1,630 |
|
|
$1,630 |
|
|
$1,630 |
|
|
$1,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class M
|
|
|
|
|
|
|
|
|
|
|
|
1
year |
|
|
$466 |
|
|
$466 |
|
|
$464 |
|
|
$464 |
|
|
$464 |
|
|
$464
|
|
3
years |
|
|
$712 |
|
|
$712 |
|
|
$706 |
|
|
$706 |
|
|
$706 |
|
|
$706
|
|
5
years |
|
|
$976 |
|
|
$976 |
|
|
$966 |
|
|
$966 |
|
|
$966 |
|
|
$966
|
|
10
years |
|
|
$1,732 |
|
|
$1,732 |
|
|
$1,710 |
|
|
$1,710 |
|
|
$1,710 |
|
|
$1,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
1
year |
|
|
$271 |
|
|
$171 |
|
|
$269 |
|
|
$169 |
|
|
$269 |
|
|
$169
|
|
3
years |
|
|
$530 |
|
|
$530 |
|
|
$523 |
|
|
$523 |
|
|
$523 |
|
|
$523
|
|
5
years |
|
|
$913 |
|
|
$913 |
|
|
$902 |
|
|
$902 |
|
|
$902 |
|
|
$902
|
|
10
years |
|
|
$1,788 |
|
|
$1,788 |
|
|
$1,766 |
|
|
$1,766 |
|
|
$1,766 |
|
|
$1,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I
|
|
|
|
|
|
|
|
|
|
|
|
1
year |
|
|
$69 |
|
|
$69 |
|
|
$67 |
|
|
$67 |
|
|
$67 |
|
|
$67
|
|
3
years |
|
|
$218 |
|
|
$218 |
|
|
$211 |
|
|
$211 |
|
|
$211 |
|
|
$211
|
|
5
years |
|
|
$379 |
|
|
$379 |
|
|
$368 |
|
|
$368 |
|
|
$368 |
|
|
$368
|
|
10
years |
|
|
$847 |
|
|
$847 |
|
|
$822 |
|
|
$822 |
|
|
$822 |
|
|
$822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class Z
|
|
|
|
|
|
|
|
|
|
|
|
1
year |
|
|
$57 |
|
|
$57 |
|
|
$56 |
|
|
$56 |
|
|
$56 |
|
|
$56
|
|
3
years |
|
|
$179 |
|
|
$179 |
|
|
$176 |
|
|
$176 |
|
|
$176 |
|
|
$176
|
|
5
years |
|
|
$313 |
|
|
$313 |
|
|
$307 |
|
|
$307 |
|
|
$307 |
|
|
$307
|
|
10
years |
|
|
$701 |
|
|
$701 |
|
|
$689 |
|
|
$689 |
|
|
$689 |
|
|
$689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
These
examples assume that all dividends and other distributions are reinvested and that the percentage amounts listed under Annual Operating
Expenses remain the same in the years shown. These examples illustrate the effect of expenses, but are not meant to suggest actual or
expected expenses, which may vary. The assumed return of 5% is not a prediction of, and does not represent, actual or expected performance
of any fund.
Do
the procedures for purchasing and redeeming shares of the funds differ?
No.
The procedures for purchasing and redeeming shares of the Target Fund and the Acquiring Fund are the same. If the Reorganization is approved,
the procedures for purchasing and redeeming shares of the combined fund will remain unchanged.
For
more information about the procedures for purchasing and redeeming each fund’s shares, please refer to the “Additional Information
about the Purchase and Sale of Shares” section of each fund’s Prospectus, and to the “Buying, Selling, and Exchanging
Information” section of each fund’s Statement of Additional Information, each of which is incorporated herein by reference.
Do
the funds’ exchange privileges differ?
No.
The exchange privileges currently offered by the funds are the same. If the Reorganization is approved, the exchange privilege offered
by the combined fund will remain unchanged.
For
more information about each fund’s exchange privileges, please refer to the “Exchanging Shares” section of each fund’s
Prospectus, and to the “Buying, Selling, and Exchanging Information” of each fund’s Statement of Additional Information,
each of which is incorporated herein by reference.
Do
the funds’ dividend and distribution policies differ?
The
Target Fund and Acquiring Fund have different dividend and distribution policies.
The
funds normally pay dividends and capital gain distributions per the table below:
|
|
|
|
|
|
|
|
|
Target
Fund |
|
|
December |
|
|
December
|
|
Acquiring
Fund |
|
|
April,
December |
|
|
April,
December |
|
|
|
|
|
|
|
|
On
or before the Closing Date, the Target Fund may declare additional dividends or other distributions in order to distribute substantially
all of its investment company taxable income and net realized capital gain.
If
a Reorganization is approved, the dividend and distribution policies of the combined fund will be the same as the current dividend and
distribution policies of the Acquiring Fund.
For
more information about each fund’s dividend and distribution policies, please refer to the “Dividends and Capital Gain Distributions”
section of each fund’s Prospectus, and to the “Distributions and Taxes” section of each fund’s Statement of Additional
Information, each of which is incorporated herein by reference.
Who
bears the expenses associated with the Reorganization?
FMR
will bear a portion of the one-time administrative costs associated with the Reorganization. Any transaction costs associated with portfolio
adjustments to a fund due to the Reorganization that occur prior to the Closing Date will be borne by such fund. Any transaction costs
associated with portfolio adjustments to the Acquiring Fund due to the Reorganization that occur after the Closing Date and any additional
merger-related costs attributable to the Acquiring Fund that occur after the Closing Date will be borne by the Acquiring Fund.
For
more information, please refer to the section entitled “Voting Information – Solicitation of Proxies; Expenses.”
TABLE
OF CONTENTS
COMPARISON
OF PRINCIPAL RISK FACTORS
Many
factors affect each fund’s performance. Developments that disrupt global economies and financial markets, such as public health
emergencies, military conflicts, terrorism, government restrictions, political changes, and environmental disasters, may significantly
affect a fund's investment performance. A fund's share price changes daily based on changes in market conditions and interest rates and
in response to other economic, political, or financial developments. A fund's reaction to these developments will be affected by the types
of securities in which the fund invests, the financial condition, industry and economic sector, and geographic location of an issuer,
and the fund's level of investment in the securities of that issuer. Because each fund concentrates its investments in a particular industry
or group of related industries, the fund's performance could depend heavily on the performance of that industry or group of industries
and could be more volatile than the performance of less concentrated funds.
In
addition, because the Acquiring Fund may invest a significant percentage of assets in a single issuer, the fund's performance could be
closely tied to that one issuer and could be more volatile than the performance of more diversified funds. When you sell your shares they
may be worth more or less than what you paid for them, which means that you could lose money by investing in the fund.
The
following is a summary of the principal risks associated with an investment in the funds. Because the funds have the same investment objectives
and similar strategies as described above, the funds are subject to the similar investment risks.
What
risks are associated with an investment in each of the funds?
Each
fund is subject to similar principal risks. The following is a summary of the risks associated with an investment in each fund:
|
• |
Stock
Market Volatility. |
Stock
markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments.
Different parts of the market, including different market sectors, and different types of securities can react differently to these developments.
Foreign
markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic
developments and can perform differently from the U.S. market.
|
• |
Health
Care Industry Concentration. |
The
health care industries are subject to government regulation and reimbursement rates, as well as government approval of products and services,
which could have a significant effect on price and availability, and can be significantly affected by product liability claims, rapid
obsolescence, and patent expirations.
|
• |
Issuer-Specific
Changes. |
The
value of an individual security or particular type of security can be more volatile than, and can perform differently from, the market
as a whole.
The
value of securities of smaller issuers can be more volatile than that of larger issuers.
In
addition, the Acquiring Fund is classified as non-diversified under the Investment Company Act of 1940 (1940 Act), which means that it
has the ability to invest a greater portion of assets in securities of a smaller number of individual issuers than a diversified fund.
As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a
more diversified fund.
For
more information about the principal risks associated with an investment in each fund, please refer to the “Investment Details”
section of each fund’s Prospectus, and to the “Investment Policies and Limitations” section of each fund’s Statement
of Additional Information, each of which is incorporated by reference.
How
do the funds compare in terms of their performance?
The
following information is intended to help you understand the risks of investing in the funds. The information illustrates the changes
in the performance of the Target Fund’s shares and Retail class shares of the Acquiring Fund from year to year and compares the
performance of shares to the performance of a securities market index and an additional index over various periods of time. The additional
index has characteristics relevant to each fund's investment strategies. The index descriptions appear in the “Additional Index
Information” section of each fund’s Prospectus, each of which is incorporated by reference. Past performance (before and after
taxes) is not an indication of future performance.
Visit institutional.fidelity.com for
more recent performance information for the Target Fund.
Visit
www.fidelity.com for more recent performance information for the Acquiring Fund.
TABLE
OF CONTENTS
Performance
history will be available at institutional.fidelity.com for Class A, Class M, Class C, Class I, and Class Z of
the Acquiring Fund, after Class A, Class M, Class C, Class I, and Class Z have been in operation for one calendar
year.
Target
Fund:
Year-by-Year
Returns
Average
Annual Returns
Unlike
the returns in the bar chart, the returns in the table reflect the maximum applicable sales charges. After-tax returns are calculated
using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state or local taxes. After-tax
returns for Class A are shown in the table below and after-tax returns for other classes will vary. Actual after-tax returns
may differ depending on your individual circumstances. The after-tax returns shown are not relevant if you hold your shares in a
retirement account or in another tax-deferred arrangement, such as an employee benefit plan (profit sharing, 401(k), or 403(b) plan). Return
After Taxes on Distributions and Sale of Fund Shares may be higher than other returns for the same period due to a tax benefit of realizing
a capital loss upon the sale of fund shares.
|
|
|
|
|
|
|
|
|
|
|
|
Class A
- Return Before Taxes |
|
|
7.67 % |
|
|
2.34 % |
|
|
7.58%
|
|
Return
After Taxes on Distributions |
|
|
4.71 % |
|
|
0.95 % |
|
|
6.57 %
|
|
Return
After Taxes on Distributions and Sale of Fund Shares |
|
|
6.72 % |
|
|
1.75 % |
|
|
6.07%
|
|
Class M
- Return Before Taxes |
|
|
9.96 % |
|
|
2.56 % |
|
|
7.56%
|
|
Class C
- Return Before Taxes |
|
|
12.45 % |
|
|
2.78 % |
|
|
7.57%
|
|
Class I
- Return Before Taxes |
|
|
14.52 % |
|
|
3.82 % |
|
|
8.50%
|
|
Class Z
- Return Before Taxes |
|
|
14.66 % |
|
|
3.95 % |
|
|
6.96%A
|
|
MSCI
U.S. IMI Health Care 25-50 Index
(reflects
no deduction for fees, expenses, or taxes) |
|
|
15.54
% |
|
|
6.79
% |
|
|
9.72%
|
|
S&P
500® Index
(reflects
no deduction for fees, expenses, or taxes) |
|
|
17.88% |
|
|
14.42% |
|
|
14.82% |
|
|
|
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
Acquiring
Fund:
Year-by-Year
Returns
Average
Annual Returns
After-tax
returns are calculated using the historical highest individual federal marginal income tax rates, but do not reflect the impact of state
or local taxes. Actual after-tax returns may differ depending on your individual circumstances. The after-tax returns shown
are not relevant if you hold your shares in a retirement account or in another tax-deferred arrangement, such as an employee benefit plan
(profit sharing, 401(k), or 403(b) plan). Return After Taxes on Distributions and Sale of Fund Shares may be higher than other returns
for the same period due to a tax benefit of realizing a capital loss upon the sale of fund shares.
|
|
|
|
|
|
|
|
|
|
|
|
Health
Care Portfolio |
|
|
|
|
|
|
|
|
|
|
Return
Before Taxes |
|
|
14.40% |
|
|
3.97% |
|
|
8.99%
|
|
Return
After Taxes on Distributions |
|
|
11.97% |
|
|
2.50% |
|
|
7.58% |
|
Return
After Taxes on Distributions and Sale of Fund Shares |
|
|
10.16% |
|
|
2.96% |
|
|
7.11% |
|
MSCI
U.S. IMI Health Care 25-50 Index
(reflects
no deduction for fees, expenses, or taxes) |
|
|
15.54% |
|
|
6.79% |
|
|
9.72%
|
|
S&P
500® Index
(reflects
no deduction for fees, expenses, or taxes) |
|
|
17.88% |
|
|
14.42% |
|
|
14.82% |
|
|
|
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
TO
APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN FIDELITY ADVISOR® HEALTH CARE FUND AND HEALTH CARE PORTFOLIO.
Agreement
and Plan of Reorganization
The
terms and conditions under which the proposed transaction may be consummated are set forth in the Agreement. Significant provisions of
the Agreement are summarized in this Proposal; however, this summary is qualified in its entirety by reference to the Agreement, a form
of which is attached as Exhibit 1 to this Proxy Statement.
The
Agreement contemplates (a) the Acquiring Fund acquiring as of the Closing Date all of the assets of the Target Fund in exchange solely
for shares of the Acquiring Fund and the assumption by the Acquiring Fund of the Target Fund’s liabilities; and (b) the distribution
of shares of the Acquiring Fund to the shareholders of the Target Fund as provided for in the Agreement.
The
value of the Target Fund’s assets to be acquired by the Acquiring Fund and the amount of its liabilities to be assumed by the Acquiring
Fund will be determined as of the close of business of the NYSE on the Closing Date, using the valuation procedures set forth in the Acquiring
Fund’s then-current Prospectus and Statement of Additional Information. The net asset value of a share of the Acquiring Fund will
be determined as of the same time using the valuation procedures set forth in its then-current Prospectus and Statement of Additional
Information.
As
of the Closing Date, the Acquiring Fund will deliver to the Target Fund, and the Target Fund will distribute to its shareholders of record,
shares of the Acquiring Fund so that each the Target Fund shareholder will receive the number of full and fractional shares of the Acquiring
Fund equal in value to the aggregate net asset value of shares of the Target Fund held by such shareholder on the Closing Date; the Target
Fund will be liquidated as soon as practicable thereafter. Each Target Fund shareholder’s account shall be credited with the respective
pro rata number of full and fractional shares of the Acquiring Fund due that shareholder. The
net asset value per share of the Acquiring Fund will be unchanged by the transaction. Thus, the Reorganization will not result in a dilution
of any shareholder’s interest.
Any
transfer taxes payable upon issuance of shares of the Acquiring Fund in a name other than that of the registered holder of the shares
on the books of the Target Fund as of that time shall be paid by the person to whom such shares are to be issued as a condition of such
transfer. Any reporting responsibility of the Target Fund is and will continue to be its responsibility up to and including the Closing
Date and such later date on which the Target Fund is liquidated.
FMR
will bear a portion of the one-time administrative costs associated with the Reorganization, including professional fees, expenses associated
with the filing of registration statements, and the cost of soliciting proxies for the Meeting, which will consist principally of printing
and mailing prospectuses and the Proxy Statement, together with the cost of any supplementary solicitation. The Target Fund will bear
its applicable administrative costs associated with the Reorganization above those borne by FMR.
All
of the current investments of the Target Fund are permissible investments for the Acquiring Fund. Nevertheless,
if shareholders approve the Reorganization, FMR may sell certain securities held by the funds and purchase other securities. Any transaction
costs associated with portfolio adjustments to the Target Fund and the Acquiring Fund due to the Reorganization that occur prior to the
Closing Date will be borne by the Target Fund and the Acquiring Fund, respectively. Any transaction costs associated with portfolio adjustments
to the Target Fund and the Acquiring Fund due to the Reorganization that occur after the Closing Date and any additional merger-related
costs attributable to the Acquiring Fund that occur after the Closing Date will be borne by the Acquiring Fund. The funds may recognize
a taxable gain or loss on the disposition of securities pursuant to these portfolio adjustments and any net realized gains may need to
be distributed in the form of taxable distributions to shareholders before and/or after the date of the Reorganization.
The
consummation of the Reorganization is subject to a number of conditions set forth in the Agreement, some of which may be waived by a fund.
The requirement to receive the tax opinion discussed under “Federal Income Tax Considerations” below cannot be waived by the
Target Fund or the Acquiring Fund. In addition, the Agreement may be amended in any mutually agreeable manner, except that no amendment
that may have a materially adverse effect on the Target Fund shareholders’ interests may be made subsequent to the Meeting.
Reasons
for the Reorganization
In
determining whether to approve the Reorganization, each fund’s Board of Trustees (the Board) considered a number of factors, including
the following:
(1)
the compatibility of the investment objectives, strategies, and policies of the funds;
(2)
the historical performance of the funds;
(3)
the fees and expenses and the relative expense ratios of the funds;
(4)
the potential benefit of the Reorganization to shareholders of the funds;
(5)
the costs to be incurred by each fund as a result of the Reorganization;
TABLE
OF CONTENTS
(6)
the tax consequences of the Reorganization;
(7)
the relative size of the funds;
(8)
the elimination of duplicative funds; and
(9)
the potential benefit of the Reorganization to FMR and its affiliates, such as reducing the number of funds managed.
FMR
proposed the Reorganization to each fund’s Board at a meeting held on November 19, 2025. In proposing the Reorganization, FMR
advised the Board that the Reorganization will permit shareholders of the Target Fund to pursue an identical investment objective and
nearly identical investment strategies in a larger fund with lower expenses, and based on the pro forma expense data shareholders of the
Target Fund would have benefited from an expense reduction of approximately 1 to 2 basis points, depending on the class. The Reorganization
is expected to qualify as a tax-free reorganization for federal income tax purposes.
Each
fund’s Board carefully reviewed the proposal and determined that the Reorganization is in the best interests of the shareholders
of each fund and that the Reorganization will not result in a dilution of the interests of the shareholders of either fund.
Description
of the Securities to be Issued
Holders
of the Target Fund will receive, respectively, Class A, Class M, Class C, Class I, and Class Z shares of the
Acquiring Fund. Class A, Class M, Class C, Class I, and Class Z of the Acquiring Fund are being created to facilitate
the Reorganization and will not commence operations until approximately the Closing Date of the Reorganization.
The
Acquiring Fund is a series of Fidelity Select Portfolios. The Trustees of Fidelity Select Portfolios are authorized to issue an unlimited
number of shares of beneficial interest of separate series. Each share of the Acquiring Fund represents an equal proportionate interest
with each other share of the fund, and each such share of the Acquiring Fund is entitled to equal voting, dividend, liquidation, and redemption
rights. Each shareholder of the Acquiring Fund is entitled to one vote for each dollar of net asset value of the fund that shareholder
owns, with fractional dollar amounts entitled to a proportionate fractional vote. Shares of the Acquiring Fund have no preemptive rights.
Shares are fully paid and nonassessable, except as set forth in the “Description of the Trust – Shareholder Liability”
section of the Statement of Additional Information relating to this Proxy Statement, which is incorporated herein by reference.
Fidelity
Select Portfolios does not hold annual meetings of shareholders. There will normally be no meetings of shareholders for the purpose of
electing Trustees unless less than a majority of the Trustees holding office have been elected by shareholders, at which time the Trustees
then in office will call a shareholder meeting for the election of Trustees. Under the 1940 Act, shareholders of record of at least two-thirds
of the outstanding shares of an investment company may remove a Trustee by votes cast in person or by proxy at a meeting called for that
purpose. The Trustees are required to call a meeting of shareholders for the purpose of voting upon the question of removal of any Trustee
when requested in writing to do so by the shareholders of record holding at least 10% of the trust’s outstanding shares.
For
more information about voting rights and dividend rights for the Acquiring Fund, please refer to the “Description of the Trust –
Voting Rights” and the “Distributions and Taxes” sections, respectively, in the Statement of Additional Information,
which is incorporated herein by reference.
Federal
Income Tax Considerations
The
following is a general summary of some of the important U.S. federal income tax consequences of the Reorganization and is based upon the
current provisions of the Internal Revenue Code of 1986, as amended (the Code), the existing U.S. Treasury Regulations thereunder, current
administrative rulings of the U.S. Internal Revenue Service (IRS) and published judicial decisions, all of which are subject to change,
possibly with retroactive effect. These considerations are general in nature and apply with respect to the Target Fund shareholders that
have their Target Fund shares exchanged for Acquiring Fund shares. Individual shareholders should consult their own tax advisers as to
the federal, state, local, and foreign tax considerations applicable to them and their individual circumstances.
The
exchange of the Target Fund’s assets for the Acquiring Fund’s shares and the assumption of the liabilities of the Target Fund
by the Acquiring Fund is intended to qualify for federal income tax purposes as a tax-free reorganization under the Code. With respect
to the Reorganization, the participating funds will receive an opinion from Dechert LLP, counsel to the Target Fund and the Acquiring
Fund, substantially to the effect that:
(i)
The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund in exchange solely for the Acquiring Fund
shares and the assumption by the Acquiring Fund of all liabilities of the Target Fund followed by the distribution of the Acquiring Fund
shares to the Target Fund shareholders in exchange for their Target Fund shares in complete liquidation and termination of the Target
Fund will constitute a tax-free reorganization under Section 368(a) of the Code;
(ii)
The Target Fund will recognize no gain or loss upon the transfer of substantially all of its assets to the Acquiring Fund in exchange
solely for the Acquiring Fund shares and the assumption by the Acquiring Fund of all liabilities of the Target Fund, except that the Target
TABLE
OF CONTENTS
Fund
may be required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive
foreign investment company, as defined in Section 1297(a) of the Code;
(iii)
The Target Fund will recognize no gain or loss upon the distribution to its shareholders of the Acquiring Fund shares received by the
Target Fund in the Reorganization;
(iv)
The Acquiring Fund will recognize no gain or loss upon the receipt of the assets of the Target Fund in exchange solely for the Acquiring
Fund shares and the assumption of all liabilities of the Target Fund;
(v)
The adjusted basis to the Acquiring Fund of the assets of the Target Fund received by the Acquiring Fund in the Reorganization will be
the same as the adjusted basis of those assets in the hands of the Target Fund immediately before the exchange;
(vi)
The Acquiring Fund’s holding periods with respect to the assets of the Target Fund that the Acquiring Fund acquires in the Reorganization
will include the respective periods for which those assets were held by the Target Fund (except where investment activities of the Acquiring
Fund have the effect of reducing or eliminating a holding period with respect to an asset);
(vii)
The Target Fund shareholders will recognize no gain or loss upon receiving the Acquiring Fund shares in exchange solely for the Target
Fund shares;
(viii)
The aggregate basis of the Acquiring Fund shares received by a Target Fund shareholder in the Reorganization will be the same as the aggregate
basis of the Target Fund shares surrendered by the Target Fund shareholder in exchange therefor; and
(ix)
A Target Fund shareholder’s holding period for the Acquiring Fund shares received by the Target Fund shareholder in the Reorganization
will include the holding period during which the Target Fund shareholder held the Target Fund shares surrendered in exchange therefor,
provided that the Target Fund shareholder held such shares as a capital asset on the date of the Reorganization.
Notwithstanding
the foregoing, no opinion will be expressed as to the tax consequences of the Reorganization with respect to contracts or securities on
which gain or loss is recognized upon the transfer of such contracts or securities regardless of whether such transfer would otherwise
be a nonrecognition transaction under the Code. Neither of the Funds have requested or will request an advance ruling from the IRS as
to the U.S. federal income tax consequences of the Reorganization. The opinion is not binding on the IRS or the courts and is not a guarantee
that the tax consequences of the Reorganization will be as described above. If the Reorganization were consummated but the IRS or the
courts were to determine that the Reorganization did not qualify as a tax-free reorganization under the Code and thus were taxable, then
the Target Fund would recognize gain or loss on the transfer of its assets to the Acquiring Fund, and each the Target Fund shareholder
that held shares in a taxable account would recognize a taxable gain or loss equal to the difference between its tax basis in its the
Target Fund shares and the fair market value of the Acquiring Fund shares it received.
The
Reorganization is expected to end the tax year of the Target Fund, which could accelerate distributions to shareholders from the Target
Fund for its short tax year ending on the Closing Date. On or before the Closing Date, the Target Fund may declare one or more distributions
to its shareholders, which together with all previous distributions, will have the effect of distributing to shareholders all or substantially
all of its investment company taxable income (computed without regard to the deduction for dividends paid), net tax-exempt income, if
any, and net realized capital gains, if any, through the Closing Date (including any gains attributable to portfolio repositioning that
occurs prior to the Closing Date in connection with the Reorganization). Any of the foregoing distributions may be taxable.
The
table below shows each fund’s approximate net assets, net realized gains/losses (including capital loss carryforwards, if any) and
net unrealized gains/losses as of August 31, 2025. Assuming the Reorganization qualifies as a tax-free reorganization as expected, the
Target Fund’s unrealized gains/losses and net realized losses (if any) at the time of the Reorganization will generally carryover
to the Acquiring Fund in the Reorganization. The Reorganization could trigger tax rules that would impose an annual limit on the Acquiring
Fund’s ability to use the Target Fund’s net realized and/or net unrealized losses (if any at the time of the Reorganization)
to offset gains following the Reorganization.
Tax
Position as of August 31, 2025 ($M)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity
Advisor® Health Care Fund |
|
|
July 31 |
|
|
$3,264 |
|
|
$45.9 |
|
|
$1,116.8
|
|
Health
Care Portfolio |
|
|
February 28 |
|
|
$5,880 |
|
|
$327.3 |
|
|
$1,985.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders
of the Target Fund should consult their tax advisers regarding the effect, if any, of the proposed Reorganization in light of their individual
circumstances. Because the foregoing discussion relates only to the federal income tax consequences of the Reorganization, those shareholders
also should consult their tax advisers as to state and local tax consequences, if any, of the Reorganization.
TABLE
OF CONTENTS
Forms
of Organization
The
Target Fund is a diversified series of Fidelity Advisor Series VII, an open-end management investment company organized as a Massachusetts
business trust on March 21, 1980. The Acquiring Fund is a non-diversified series of Fidelity Select Portfolios, an open-end management
investment company organized as a Massachusetts business trust on November 20, 1980. Fidelity Advisor Series VII and Fidelity
Select Portfolios are authorized to issue an unlimited number of shares of beneficial interest. Because the funds are series of Massachusetts
business trusts, governed by substantially similar Declarations of Trust, the rights of the security holders of the Target Fund under
state law and the governing documents are expected to remain unchanged after the Reorganization.
For
more information regarding shareholder rights, please refer to the “Description of the Trust” section in the Target Fund’s
and the Acquiring Fund’s Statement of Additional Information, each of which is incorporated herein by reference.
Operations
of the Acquiring Fund Following the Reorganization
FMR
does not expect the Acquiring Fund to revise its investment policies as a result of the Reorganization. In addition, FMR does not anticipate
significant changes to the Acquiring Fund’s management or to entities that provide the fund with services. Specifically, the Trustees
and officers, the investment adviser, distributor, and other entities will continue to serve the Acquiring Fund in their current capacities.
Edward Yoon, who is currently the Portfolio Manager of both the Target Fund and the Acquiring Fund, is expected to continue to be responsible
for portfolio management of the combined fund after the Reorganization.
The
Acquiring Fund will be the accounting survivor following the Reorganization.
Capitalization
The
following table shows the capitalization of the Target Fund and the Acquiring Fund as of August 31, 2025, and on a pro forma combined
basis (unaudited) as of that date giving effect to the Reorganization. As of August 31, 2025, the net assets of the Target Fund was
$3,264,387,427, or 55.5% of the Acquiring Fund.
Fidelity
Advisor®Health Care Fund(a)
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity
Advisor® Health Care Fund- Class A |
|
|
$1,157,721,777 |
|
|
$55.58 |
|
|
20,828,801
|
|
Fidelity
Advisor® Health Care Fund- Class M |
|
|
$243,972,310 |
|
|
$49.93 |
|
|
4,886,411
|
|
Fidelity
Advisor® Health Care Fund- Class C |
|
|
$164,223,003 |
|
|
$38.77 |
|
|
4,235,772
|
|
Fidelity
Advisor® Health Care Fund- Class I |
|
|
$1,331,606,332 |
|
|
$62.87 |
|
|
21,180,256
|
|
Fidelity
Advisor® Health Care Fund- Class Z |
|
|
$366,864,005 |
|
|
$63.24 |
|
|
5,800,848 |
|
|
|
|
|
|
|
|
|
|
|
Health
Care Portfolio
|
|
|
|
|
|
|
|
|
|
|
|
Health
Care Portfolio – Retail Class |
|
|
$5,880,162,906 |
|
|
$26.60 |
|
|
221,055,059 |
|
|
|
|
|
|
|
|
|
|
|
Health
Care Portfolio Pro Forma
|
|
|
|
|
|
|
|
|
|
|
|
Health
Care Portfolio – Class A(b) |
|
|
$1,157,721,777 |
|
|
$26.60(c) |
|
|
43,523,375(d)
|
|
Health
Care Portfolio – Class M(b) |
|
|
$243,972,310 |
|
|
$26.60(c) |
|
|
9,171,891(d)
|
|
Health
Care Portfolio – Class C(b) |
|
|
$164,223,003 |
|
|
$26.60(c) |
|
|
6,173,797(d)
|
|
Health
Care Portfolio – Class I(b) |
|
|
$1,331,606,332 |
|
|
$26.60(c) |
|
|
50,060,388(d)
|
|
Health
Care Portfolio – Class Z(b) |
|
|
$366,864,005 |
|
|
$26.60(c) |
|
|
13,791,880(d)
|
|
Health
Care Portfolio – Retail Class |
|
|
$5,880,162,906 |
|
|
$26.60 |
|
|
221,055,059 |
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Fidelity
Advisor® Health Care
Fund’s estimated one-time Reorganization costs are approximately $1.3 Million. For more information, please refer to the section
entitled “Voting Information – Solicitation of Proxies; Expenses.”
|
|
(b)
|
Class will
commence operations prior to the Reorganization.
|
|
(c)
|
Class is
expected to launch at the Retail net asset value at time of launch.
|
|
(d)
|
Shares
have been adjusted to reflect what will be issued post merger. |
TABLE
OF CONTENTS
The
table above assumes that the Reorganization occurred on August 31, 2025. The table is for information purposes only. No assurance
can be given as to how many Acquiring Fund shares will be received by shareholders of the Target Fund on the date that the Reorganization
takes place, and the foregoing should not be relied upon to reflect the number of shares of the Acquiring Fund that actually will be received
on or after that date.
Conclusion
The
Agreement and the Reorganization were approved by the Board of Trustees of Fidelity Advisor Series VII and Fidelity Select Portfolios
at a meeting held on November 19, 2025. The Board of Trustees determined that the proposed Reorganization is in the best interests
of shareholders of the Target Fund and the Acquiring Fund and that the interests of existing shareholders of the Target Fund and the Acquiring
Fund would not be diluted as a result of the Reorganization. In the event shareholders of the Target Fund fail to approve the Agreement,
the Target Fund will continue to engage in business as a fund of a registered investment company. FMR and the Board of Trustees of Fidelity
Advisor Series VII may in the future consider other proposals for the reorganization or liquidation of the fund.
The
Board of Trustees of the Target Fund unanimously recommends that shareholders vote in favor of the Reorganization by approving the Agreement.
TABLE
OF CONTENTS
ADDITIONAL
INFORMATION ABOUT THE FUNDS
Class
A, Class M, Class C, Class I, and Class Z shares of Health Care Portfolio will not commence operations until approximately the Closing
Date of the Reorganization and, therefore, financial highlights are not available.
The
Acquiring Fund’s financial highlights for its Retail Class for the last five fiscal years ended February 28, 2025 (audited), updated
to include semiannual data for the six-month period ended August 31, 2025 (unaudited), are shown in the table below:
Health
Care Portfolio
|
|
|
|
|
|
|
|
|
Selected
Per-Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$27.93 |
|
|
30.34 |
|
|
$27.18 |
|
|
$28.30 |
|
|
$32.18 |
|
|
$26.53
|
|
Income
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)B,C |
|
|
.01 |
|
|
(.03) |
|
|
(.02) |
|
|
(.03) |
|
|
(.03) |
|
|
—D
|
|
Net
realized and unrealized gain (loss) |
|
|
(.75) |
|
|
.56 |
|
|
3.18 |
|
|
(.50) |
|
|
(.92) |
|
|
9.23
|
|
Total
from investment operations |
|
|
(.74) |
|
|
.53 |
|
|
3.16 |
|
|
(.53) |
|
|
(.95) |
|
|
9.23
|
|
Distributions
from net investment income |
|
|
— |
|
|
(.01) |
|
|
— |
|
|
— |
|
|
(.04)
E |
|
|
(.18)
|
|
Distributions
from net realized gain |
|
|
(.59) |
|
|
(2.93) |
|
|
— |
|
|
(.59) |
|
|
(2.89)
E |
|
|
(3.40)
|
|
Total
distributions |
|
|
(.59) |
|
|
(2.94) |
|
|
— |
|
|
(.59) |
|
|
(2.93) |
|
|
(3.58)
|
|
Net
asset value, end of period |
|
|
$26.60 |
|
|
27.93 |
|
|
$30.34 |
|
|
$27.18 |
|
|
$28.30 |
|
|
$32.18
|
|
Total
ReturnF,G |
|
|
(2.57)% |
|
|
1.94% |
|
|
11.63% |
|
|
(2.05)% |
|
|
(3.67)% |
|
|
36.00%
|
|
Ratios
to Average Net AssetsC,H,I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
before reductions |
|
|
.62%J |
|
|
.63% |
|
|
.69% |
|
|
.69% |
|
|
.68% |
|
|
.69%
|
|
Expenses
net of fee waivers, if any |
|
|
.62%
J |
|
|
.63% |
|
|
.68% |
|
|
.68% |
|
|
.67% |
|
|
.69%
|
|
Expenses
net of all reductions |
|
|
.62%
J |
|
|
.63% |
|
|
.68% |
|
|
.68% |
|
|
.67% |
|
|
.69%
|
|
Net
investment income (loss) |
|
|
.06%
J |
|
|
(.09)% |
|
|
(.06)% |
|
|
(.10)% |
|
|
(.10)% |
|
|
(.01)%
|
|
Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (000 omitted) |
|
|
$5,880,163 |
|
|
6,733,240 |
|
|
$7,912,942 |
|
|
$8,153,464 |
|
|
$8,999,209 |
|
|
$10,353,077
|
|
Portfolio
turnover rateK |
|
|
.60%
J |
|
|
40% |
|
|
46% |
|
|
40% |
|
|
31% |
|
|
52% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
For
the year ended February 29. |
|
B
|
Calculated
based on average shares outstanding during the period. |
|
C
|
Net
investment income (loss) is affected by the timing of the declaration of dividends by any underlying mutual funds or exchange-traded funds
(ETFs). Net investment income (loss) of any mutual funds or ETFs is not included in the Fund’s net investment income (loss) ratio. |
|
D
|
Amount
represents less than $.005 per share. |
|
E
|
The
amount shown reflects reclassifications related to book to tax differences that were made in the year shown. |
|
F
|
Total
returns for periods of less than one year are not annualized. |
|
G
|
Total
returns would have been lower if certain expenses had not been reduced during the applicable periods shown. |
|
H
|
Fees
and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund’s expense ratio. The Fund
indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central
Funds, please refer to the “Investments in Fidelity Central Funds” note found in the Notes to Consolidated Financial Statements
section of the most recent Annual or Semi-Annual report. |
|
I
|
Expense
ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through
arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount
paid by the class during periods when reimbursements, waivers or reductions occur. |
|
K
|
Amount
does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs), derivatives or securities that
mature within one year from acquisition. |
TABLE
OF CONTENTS
The
Acquiring Fund’s financial highlights should be read in conjunction with the financial statements audited by PricewaterhouseCoopers
LLP, independent registered public accounting firm, contained in the fund’s Form N-CSR and the unaudited financial statements contained
in the fund’s Form NCSRS, which are incorporated by reference into the Statement of Additional Information relating to this Proxy
Statement.
The
Target Fund’s financial highlights for the last five fiscal years ended July 31, 2025 (audited), are shown in the table below:
Fidelity
Advisor® Health Care Fund Class A
|
|
|
|
|
|
Selected
Per-Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$63.72 |
|
|
$59.73 |
|
|
$57.59 |
|
|
$69.58 |
|
|
$61.07
|
|
Income
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)A,B |
|
|
(.20) |
|
|
(.19) |
|
|
(.24) |
|
|
(.26) |
|
|
(.26)
|
|
Net
realized and unrealized gain (loss) |
|
|
(3.45) |
|
|
4.18 |
|
|
2.38 |
|
|
(7.58) |
|
|
12.55
|
|
Total
from investment operations |
|
|
(3.65) |
|
|
3.99 |
|
|
2.14 |
|
|
(7.84) |
|
|
12.29
|
|
Distributions
from net investment income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(.16)
|
|
Distributions
from net realized gain |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.15) |
|
|
(3.62)
|
|
Total
distributions |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.15) |
|
|
(3.78)
|
|
Net
asset value, end of period |
|
|
$53.21 |
|
|
$63.72 |
|
|
$59.73 |
|
|
$57.59 |
|
|
$69.58
|
|
Total
ReturnC,D |
|
|
(6.40)% |
|
|
6.68% |
|
|
3.72% |
|
|
(11.90)% |
|
|
20.70%
|
|
Ratios
to Average Net AssetsB,E,F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
before reductions |
|
|
.93% |
|
|
.97% |
|
|
.98% |
|
|
.97% |
|
|
.98%
|
|
Expenses
net of fee waivers, if any |
|
|
.93% |
|
|
.96% |
|
|
.97% |
|
|
.97% |
|
|
.98%
|
|
Expenses
net of all reductions, if any |
|
|
.93% |
|
|
.96% |
|
|
.97% |
|
|
.97% |
|
|
.98%
|
|
Net
investment income (loss) |
|
|
(.34)% |
|
|
(.32)% |
|
|
(.42)% |
|
|
(.42)% |
|
|
(.39)%
|
|
Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (000 omitted) |
|
|
$1,131,992 |
|
|
$1,437,683 |
|
|
$1,535,212 |
|
|
$1,488,238 |
|
|
$1,735,235
|
|
Portfolio
turnover rateG |
|
|
52% |
|
|
37% |
|
|
47% |
|
|
33% |
|
|
38% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Calculated
based on average shares outstanding during the period. |
|
B
|
Net
investment income (loss) is affected by the timing of the declaration of dividends by any underlying mutual funds or exchange-traded funds
(ETFs). Net investment income (loss) of any mutual funds or ETFs is not included in the Fund’s net investment income (loss) ratio. |
|
C
|
Total
returns would have been lower if certain expenses had not been reduced during the applicable periods shown. |
|
D
|
Total
returns do not include the effect of the sales charges. |
|
E
|
Fees
and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund’s expense ratio. The Fund
indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central
Funds, please refer to the “Investments in Fidelity Central Funds” note found in the Notes to Consolidated Financial Statements
section of the most recent Annual or Semi-Annual report. |
|
F
|
Expense
ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through
arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount
paid by the class during periods when reimbursements, waivers or reductions occur. |
|
G
|
Amount
does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs), derivatives or securities that
mature within one year from acquisition. |
TABLE
OF CONTENTS
Fidelity
Advisor® Health Care Fund Class M
|
|
|
|
|
|
Selected
Per-Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$58.09 |
|
|
$54.58 |
|
|
$52.76 |
|
|
$64.25 |
|
|
$56.62
|
|
Income
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)A,B |
|
|
(.32) |
|
|
(.31) |
|
|
(.36) |
|
|
(.38) |
|
|
(.39)
|
|
Net
realized and unrealized gain (loss) |
|
|
(3.10) |
|
|
3.82 |
|
|
2.18 |
|
|
(6.96) |
|
|
11.61
|
|
Total
from investment operations |
|
|
(3.42) |
|
|
3.51 |
|
|
1.82 |
|
|
(7.34) |
|
|
11.22
|
|
Distributions
from net investment income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(.02)
|
|
Distributions
from net realized gain |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.15) |
|
|
(3.57)
|
|
Total
distributions |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.15) |
|
|
(3.59)
|
|
Net
asset value, end of period |
|
|
$47.81 |
|
|
$58.09 |
|
|
$54.58 |
|
|
$52.76 |
|
|
$64.25
|
|
Total
ReturnC,D |
|
|
(6.64)% |
|
|
6.43% |
|
|
3.45% |
|
|
(12.12)% |
|
|
20.39%
|
|
Ratios
to Average Net AssetsB,E,F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
before reductions |
|
|
1.18% |
|
|
1.22% |
|
|
1.23% |
|
|
1.22% |
|
|
1.23%
|
|
Expenses
net of fee waivers, if any |
|
|
1.18% |
|
|
1.22% |
|
|
1.23% |
|
|
1.22% |
|
|
1.23%
|
|
Expenses
net of all reductions, if any |
|
|
1.18% |
|
|
1.22% |
|
|
1.23% |
|
|
1.22% |
|
|
1.23%
|
|
Net
investment income (loss) |
|
|
(.59)% |
|
|
(.57)% |
|
|
(.67)% |
|
|
(.67)% |
|
|
(.65)%
|
|
Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (000 omitted) |
|
|
$237,800 |
|
|
$301,382 |
|
|
$315,963 |
|
|
$330,452 |
|
|
$402,175
|
|
Portfolio
turnover rateG |
|
|
52% |
|
|
37% |
|
|
47% |
|
|
33% |
|
|
38% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Calculated
based on average shares outstanding during the period. |
|
B
|
Net
investment income (loss) is affected by the timing of the declaration of dividends by any underlying mutual funds or exchange-traded funds
(ETFs). Net investment income (loss) of any mutual funds or ETFs is not included in the Fund’s net investment income (loss) ratio. |
|
C
|
Total
returns would have been lower if certain expenses had not been reduced during the applicable periods shown. |
|
D
|
Total
returns do not include the effect of the sales charges. |
|
E
|
Fees
and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund’s expense ratio. The Fund
indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central
Funds, please refer to the “Investments in Fidelity Central Funds” note found in the Notes to Consolidated Financial Statements
section of the most recent Annual or Semi-Annual report. |
|
F
|
Expense
ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through
arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount
paid by the class during periods when reimbursements, waivers or reductions occur. |
|
G
|
Amount
does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs), derivatives or securities that
mature within one year from acquisition. |
TABLE
OF CONTENTS
Fidelity
Advisor® Health Care Fund Class C
|
|
|
|
|
|
Selected
Per-Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$46.87 |
|
|
$44.26 |
|
|
$43.00 |
|
|
$53.40 |
|
|
$47.63
|
|
Income
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)A,B |
|
|
(.46) |
|
|
(.46) |
|
|
(.51) |
|
|
(.55) |
|
|
(.58)
|
|
Net
realized and unrealized gain (loss) |
|
|
(2.41) |
|
|
3.07 |
|
|
1.77 |
|
|
(5.70) |
|
|
9.71
|
|
Total
from investment operations |
|
|
(2.87) |
|
|
2.61 |
|
|
1.26 |
|
|
(6.25) |
|
|
9.13
|
|
Distributions
from net realized gain |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.15) |
|
|
(3.36)
|
|
Total
distributions |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.15) |
|
|
(3.36)
|
|
Net
asset value, end of period |
|
|
$37.14 |
|
|
$46.87 |
|
|
$44.26 |
|
|
$43.00 |
|
|
$53.40
|
|
Total
ReturnC,D |
|
|
(7.10)% |
|
|
5.90% |
|
|
2.93% |
|
|
(12.56)% |
|
|
19.78%
|
|
Ratios
to Average Net AssetsB,E,F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
before reductions |
|
|
1.68% |
|
|
1.71% |
|
|
1.73% |
|
|
1.72% |
|
|
1.73%
|
|
Expenses
net of fee waivers, if any |
|
|
1.68% |
|
|
1.70% |
|
|
1.73% |
|
|
1.72% |
|
|
1.73%
|
|
Expenses
net of all reductions, if any |
|
|
1.68% |
|
|
1.70% |
|
|
1.73% |
|
|
1.72% |
|
|
1.73%
|
|
Net
investment income (loss) |
|
|
(1.09)% |
|
|
(1.06)% |
|
|
(1.17)% |
|
|
(1.17)% |
|
|
(1.15)%
|
|
Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (000 omitted) |
|
|
$163,698 |
|
|
$265,779 |
|
|
$365,165 |
|
|
$501,742 |
|
|
$697,626
|
|
Portfolio
turnover rateG |
|
|
52% |
|
|
37% |
|
|
47% |
|
|
33% |
|
|
38% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Calculated
based on average shares outstanding during the period. |
|
B
|
Net
investment income (loss) is affected by the timing of the declaration of dividends by any underlying mutual funds or exchange-traded funds
(ETFs). Net investment income (loss) of any mutual funds or ETFs is not included in the Fund’s net investment income (loss) ratio. |
|
C
|
Total
returns would have been lower if certain expenses had not been reduced during the applicable periods shown. |
|
D
|
Total
returns do not include the effect of the contingent deferred sales charge. |
|
E
|
Fees
and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund’s expense ratio. The Fund
indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central
Funds, please refer to the “Investments in Fidelity Central Funds” note found in the Notes to Consolidated Financial Statements
section of the most recent Annual or Semi-Annual report. |
|
F
|
Expense
ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through
arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount
paid by the class during periods when reimbursements, waivers or reductions occur. |
|
G
|
Amount
does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs), derivatives or securities that
mature within one year from acquisition. |
TABLE
OF CONTENTS
Fidelity
Advisor® Health Care Fund Class I
|
|
|
|
|
|
Selected
Per-Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$71.00 |
|
|
$66.37 |
|
|
$63.83 |
|
|
$76.48 |
|
|
$66.81
|
|
Income
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)A,B |
|
|
(.06) |
|
|
(.04) |
|
|
(.10) |
|
|
(.11) |
|
|
(.10)
|
|
Net
realized and unrealized gain (loss) |
|
|
(3.90) |
|
|
4.67 |
|
|
2.64 |
|
|
(8.39) |
|
|
13.76
|
|
Total
from investment operations |
|
|
(3.96) |
|
|
4.63 |
|
|
2.54 |
|
|
(8.50) |
|
|
13.66
|
|
Distributions
from net investment income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(.30)
|
|
Distributions
from net realized gain |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.15) |
|
|
(3.69)
|
|
Total
distributions |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.15) |
|
|
(3.99)
|
|
Net
asset value, end of period |
|
|
$60.18 |
|
|
$71.00 |
|
|
$66.37 |
|
|
$63.83 |
|
|
$76.48
|
|
Total
ReturnC |
|
|
(6.17)% |
|
|
6.98% |
|
|
3.98% |
|
|
(11.68)% |
|
|
21.01%
|
|
Ratios
to Average Net AssetsB,D,E |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
before reductions |
|
|
.68% |
|
|
.70% |
|
|
.72% |
|
|
.71% |
|
|
.72%
|
|
Expenses
net of fee waivers, if any |
|
|
.68% |
|
|
.70% |
|
|
.71% |
|
|
.71% |
|
|
.72%
|
|
Expenses
net of all reductions, if any |
|
|
.68% |
|
|
.70% |
|
|
.71% |
|
|
.71% |
|
|
.72%
|
|
Net
investment income (loss) |
|
|
(.09)% |
|
|
(.05)% |
|
|
(.16)% |
|
|
(.16)% |
|
|
(.13)%
|
|
Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (000 omitted) |
|
|
$1,324,127 |
|
|
$2,031,441 |
|
|
$2,593,539 |
|
|
$2,743,740 |
|
|
$3,410,787
|
|
Portfolio
turnover rateF |
|
|
52% |
|
|
37% |
|
|
47% |
|
|
33% |
|
|
38% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Calculated
based on average shares outstanding during the period. |
|
B
|
Net
investment income (loss) is affected by the timing of the declaration of dividends by any underlying mutual funds or exchange-traded funds
(ETFs). Net investment income (loss) of any mutual funds or ETFs is not included in the Fund’s net investment income (loss) ratio. |
|
C
|
Total
returns would have been lower if certain expenses had not been reduced during the applicable periods shown. |
|
D
|
Fees
and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund’s expense ratio. The Fund
indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central
Funds, please refer to the “Investments in Fidelity Central Funds” note found in the Notes to Consolidated Financial Statements
section of the most recent Annual or Semi-Annual report. |
|
E
|
Expense
ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through
arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount
paid by the class during periods when reimbursements, waivers or reductions occur. |
|
F
|
Amount
does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs), derivatives or securities that
mature within one year from acquisition. |
TABLE
OF CONTENTS
Fidelity
Advisor® Health Care Fund Class Z
|
|
|
|
|
|
Selected
Per-Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
asset value, beginning of period |
|
|
$71.29 |
|
|
$66.56 |
|
|
$63.93 |
|
|
$76.55 |
|
|
$66.88
|
|
Income
from Investment Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)A,B |
|
|
.02 |
|
|
.06 |
|
|
(.02) |
|
|
(.03) |
|
|
(.01)
|
|
Net
realized and unrealized gain (loss) |
|
|
(3.93) |
|
|
4.67 |
|
|
2.65 |
|
|
(8.38) |
|
|
13.77
|
|
Total
from investment operations |
|
|
(3.91) |
|
|
4.73 |
|
|
2.63 |
|
|
(8.41) |
|
|
13.76
|
|
Distributions
from net investment income |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(.37)
|
|
Distributions
from net realized gain |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.21) |
|
|
(3.73)
|
|
Total
distributions |
|
|
(6.86) |
|
|
— |
|
|
— |
|
|
(4.21) |
|
|
(4.09)
C |
|
Net
asset value, end of period |
|
|
$60.52 |
|
|
$71.29 |
|
|
$66.56 |
|
|
$63.93 |
|
|
$76.55
|
|
Total
ReturnD |
|
|
(6.07)% |
|
|
7.11% |
|
|
4.11% |
|
|
(11.56)% |
|
|
21.15%
|
|
Ratios
to Average Net AssetsB,E,F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
before reductions |
|
|
.56% |
|
|
.56% |
|
|
.59% |
|
|
.59% |
|
|
.60%
|
|
Expenses
net of fee waivers, if any |
|
|
.56% |
|
|
.56% |
|
|
.59% |
|
|
.59% |
|
|
.60%
|
|
Expenses
net of all reductions, if any |
|
|
.56% |
|
|
.56% |
|
|
.59% |
|
|
.59% |
|
|
.59%
|
|
Net
investment income (loss) |
|
|
.03% |
|
|
.08% |
|
|
(.03)% |
|
|
(.04)% |
|
|
(.01)%
|
|
Supplemental
Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets, end of period (000 omitted) |
|
|
$364,956 |
|
|
$579,298 |
|
|
$862,051 |
|
|
$817,321 |
|
|
$952,460
|
|
Portfolio
turnover rateG |
|
|
52% |
|
|
37% |
|
|
47% |
|
|
33% |
|
|
38% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
|
Calculated
based on average shares outstanding during the period. |
|
B
|
Net
investment income (loss) is affected by the timing of the declaration of dividends by any underlying mutual funds or exchange-traded funds
(ETFs). Net investment income (loss) of any mutual funds or ETFs is not included in the Fund’s net investment income (loss) ratio. |
|
C
|
Total
distributions per share do not sum due to rounding. |
|
D
|
Total
returns would have been lower if certain expenses had not been reduced during the applicable periods shown. |
|
E
|
Fees
and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included in the Fund’s expense ratio. The Fund
indirectly bears its proportionate share of these expenses. For additional expense information related to investments in Fidelity Central
Funds, please refer to the “Investments in Fidelity Central Funds” note found in the Notes to Consolidated Financial Statements
section of the most recent Annual or Semi-Annual report. |
|
F
|
Expense
ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed, waived, or reduced through
arrangements with the investment adviser, brokerage services, or other offset arrangements, if applicable, and do not represent the amount
paid by the class during periods when reimbursements, waivers or reductions occur. |
|
G
|
Amount
does not include the portfolio activity of any underlying mutual funds or exchange-traded funds (ETFs), derivatives or securities that
mature within one year from acquisition. |
The
Target Fund’s financial highlights should be read in conjunction with the financial statements audited by Deloitte & Touche
LLP, independent registered public accounting firm, contained in the fund’s Form N-CSR, which is incorporated by reference into
the Statement of Additional Information relating to this Proxy Statement.
TABLE
OF CONTENTS
Solicitation
of Proxies; Expenses
This
Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the trusts’ Board of Trustees
to be used at the Meeting. The purpose of the Meeting is set forth in the accompanying Notice.
The
solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy card on or about March 16,
2026. Supplementary solicitations may be made by mail, telephone, facsimile or electronic means, or by personal interview by representatives
of the Trust. In addition, Broadridge Financial Solutions, Inc (Broadridge) may be paid on a
per-call basis to solicit shareholders by telephone on behalf of the Target Fund at an anticipated cost of approximately $309,512. The
Target Fund may also arrange to have votes recorded by telephone. Broadridge may be paid on a per-call basis for vote-by-phone solicitations
on behalf of the Target Fund at an anticipated cost of approximately $77,378.
If
the fund records votes by telephone or through the internet, it will use procedures designed to authenticate shareholders’ identities,
to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions
have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the
same manner that proxies voted by mail may be revoked.
FMR
will bear a portion of the expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations, including
reimbursing brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares.
The Target Fund will bear its applicable administrative costs associated with the Reorganization above those borne by FMR. Proxy expenses,
including related legal expenses, are allocated to the Target Fund.
For
a free copy of the Target Fund’s Form N-CSR for the fiscal year ended July 31, 2025, call 1-877-208-0098, visit www.institutional.fidelity.com,
or write to FDC at 900 Salem Street, Smithfield, Rhode Island 02917.
Record
Date; Quorum; and Method of Tabulation
Shareholders
of record as of the close of business on March 16, 2026, will be entitled to vote at the Meeting. Each such shareholder will be entitled
to one vote for each dollar of net asset value held as of that date, with fractional dollar amounts entitled to a proportional fractional
vote.
If
the enclosed proxy card is executed and returned, or an internet or telephonic vote is delivered, that vote may nevertheless be revoked
at any time prior to its use by written notification received by the Trust, by the execution of
a later–dated proxy card, by the Trust’s receipt of a subsequent valid telephonic or internet vote, or by attending the Meeting
and voting.
All
proxies solicited by the Board of Trustees that are properly executed and received by the Secretary prior to the Meeting, and that are
not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon.
If no specification is made on a properly executed proxy card, it will be voted FOR the matters specified on the proxy card. If a beneficial
owner does not provide voting instructions to its broker, the broker is not permitted to vote the beneficial owner’s shares. All
shares that are voted and votes to ABSTAIN will be counted toward establishing a quorum.
With
respect to fund shares held in Fidelity individual retirement accounts (including Traditional, Rollover, SEP, SAR-SEP, Roth and SIMPLE
IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders only in accordance with such
instructions. If Fidelity IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them, in the same proportion
as other Fidelity IRA shareholders have voted.
One-third
of the fund’s outstanding voting securities entitled to vote constitutes a quorum for the transaction of business at the Meeting.
If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve the proposal are not
received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments
of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those
shares present or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed
adjournment all shares that they are entitled to vote FOR the proposal, unless directed to vote AGAINST the proposal, in which case such
shares will be voted against the proposed adjournment. Please visit www.fidelity.com/proxies
to determine the status of the scheduled meeting.
FMR
has advised the Trust that certain shares are registered to FMR or an FMR affiliate. To the extent that FMR or an FMR affiliate has discretion
to vote, these shares will be voted at the applicable Meeting FOR the proposal. Otherwise, these shares will be voted in accordance with
the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either
(i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and,
for shareholders who do not vote, in the same proportion as certain other shareholders have voted.
TABLE
OF CONTENTS
Share
Ownership
As
of January 31, 2026, shares of each class of the Target Fund and the Acquiring Fund issued and outstanding were as follows:
|
|
|
|
|
|
Fidelity
Advisor® Health Care Fund: Class A |
|
|
21,765,090
|
|
Fidelity
Advisor® Health Care Fund: Class M |
|
|
5,158,174
|
|
Fidelity
Advisor® Health Care Fund: Class C |
|
|
4,189,325
|
|
Fidelity
Advisor® Health Care Fund: Class I |
|
|
19,633,839
|
|
Fidelity
Advisor® Health Care Fund: Class Z |
|
|
5,285,965
|
|
Health
Care Portfolio: Retail Class |
|
|
220,597,726 |
|
|
|
|
|
Health
Care Portfolio – Class A, Class M, Class C, Class I, and Class Z are newly created classes and will commence
operations prior to the Closing Date of the Reorganization, at which point they will begin issuing shares.
As
of January 31, 2026, the Trustees, Members of the Advisory Board (if any), and officers of each fund owned, in the aggregate, less
than 1% of each class’s total outstanding shares, with respect to each fund.
As
of January 31, 2026, the following owned of record and/or beneficially 5% or more of the outstanding shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health
Care Portfolio |
|
|
CHARLES
SCHWAB & CO INC |
|
|
SAN
FRANCISCO |
|
|
CA |
|
|
5.07%
|
|
Fidelity
Advisor® Health Care Fund Class A |
|
|
PERSHING
LLC |
|
|
JERSEY
CITY |
|
|
NJ |
|
|
11.79%
|
|
Fidelity
Advisor® Health Care Fund Class A |
|
|
LPL
FINANCIAL LLC |
|
|
SAN
DIEGO |
|
|
CA |
|
|
8.32%
|
|
Fidelity
Advisor® Health Care Fund Class A |
|
|
AMERIPRISE
FINANCIAL SERVICES INC |
|
|
MINNEAPOLIS |
|
|
MN |
|
|
8.04%
|
|
Fidelity
Advisor® Health Care Fund Class A |
|
|
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SAINT
LOUIS |
|
|
MO |
|
|
6.91%
|
|
Fidelity
Advisor® Health Care Fund Class A |
|
|
CHARLES
SCHWAB & CO INC |
|
|
SAN
FRANCISCO |
|
|
CA |
|
|
5.44%
|
|
Fidelity
Advisor® Health Care Fund Class A |
|
|
MERRILL
LYNCH PIERCE FENNER & SMITH |
|
|
JACKSONVILLE |
|
|
FL |
|
|
5.15%
|
|
Fidelity
Advisor® Health Care Fund Class A |
|
|
MORGAN
STANLEY SMITH BARNEY |
|
|
NEW
YORK |
|
|
NY |
|
|
5.07%
|
|
Fidelity
Advisor® Health Care Fund Class C |
|
|
AMERIPRISE
FINANCIAL SERVICES INC |
|
|
MINNEAPOLIS |
|
|
MN |
|
|
12.89%
|
|
Fidelity
Advisor® Health Care Fund Class C |
|
|
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SAINT
LOUIS |
|
|
MO |
|
|
11.88%
|
|
Fidelity
Advisor® Health Care Fund Class C |
|
|
PERSHING
LLC |
|
|
JERSEY
CITY |
|
|
NJ |
|
|
10.37%
|
|
Fidelity
Advisor® Health Care Fund Class C |
|
|
LPL
FINANCIAL LLC |
|
|
SAN
DIEGO |
|
|
CA |
|
|
10.08%
|
|
Fidelity
Advisor® Health Care Fund Class C |
|
|
CHARLES
SCHWAB & CO INC |
|
|
SAN
FRANCISCO |
|
|
CA |
|
|
8.80%
|
|
Fidelity
Advisor® Health Care Fund Class C |
|
|
RAYMOND
JAMES & ASSOCIATES INC |
|
|
SAINT
PETERSBURG |
|
|
FL |
|
|
5.97%
|
|
Fidelity
Advisor® Health Care Fund Class I |
|
|
AMERIPRISE
FINANCIAL SERVICES INC |
|
|
MINNEAPOLIS |
|
|
MN |
|
|
21.61%
|
|
Fidelity
Advisor® Health Care Fund Class I |
|
|
LPL
FINANCIAL LLC |
|
|
SAN
DIEGO |
|
|
CA |
|
|
12.46%
|
|
Fidelity
Advisor® Health Care Fund Class I |
|
|
MERRILL
LYNCH PIERCE FENNER & SMITH |
|
|
JACKSONVILLE |
|
|
FL |
|
|
10.34%
|
|
Fidelity
Advisor® Health Care Fund Class I |
|
|
CHARLES
SCHWAB & CO INC |
|
|
SAN
FRANCISCO |
|
|
CA |
|
|
8.46%
|
|
Fidelity
Advisor® Health Care Fund Class I |
|
|
PERSHING
LLC |
|
|
JERSEY
CITY |
|
|
NJ |
|
|
8.30%
|
|
Fidelity
Advisor® Health Care Fund Class I |
|
|
WELLS
FARGO CLEARING SERVICES LLC |
|
|
SAINT
LOUIS |
|
|
MO |
|
|
7.31%
|
|
Fidelity
Advisor® Health Care Fund Class I |
|
|
MORGAN
STANLEY SMITH BARNEY |
|
|
NEW
YORK |
|
|
NY |
|
|
7.28%
|
|
Fidelity
Advisor® Health Care Fund Class I |
|
|
RAYMOND
JAMES & ASSOCIATES INC |
|
|
SAINT
PETERSBURG |
|
|
FL |
|
|
5.85%
|
|
Fidelity
Advisor® Health Care Fund Class M |
|
|
LPL
FINANCIAL LLC |
|
|
SAN
DIEGO |
|
|
CA |
|
|
8.77%
|
|
Fidelity
Advisor® Health Care Fund Class M |
|
|
PERSHING
LLC |
|
|
JERSEY
CITY |
|
|
NJ |
|
|
6.29%
|
|
Fidelity
Advisor® Health Care Fund Class M |
|
|
CHARLES
SCHWAB & CO INC |
|
|
SAN
FRANCISCO |
|
|
CA |
|
|
5.74%
|
|
Fidelity
Advisor® Health Care Fund Class Z |
|
|
CHARLES
SCHWAB & CO INC |
|
|
SAN
FRANCISCO |
|
|
CA |
|
|
10.01%
|
|
Fidelity
Advisor® Health Care Fund Class Z |
|
|
PERSHING
LLC |
|
|
JERSEY
CITY |
|
|
NJ |
|
|
5.00% |
|
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Required
Vote
Approval
of the Reorganization requires the affirmative vote of a “majority of the outstanding voting securities” of the Target Fund
involved in that Reorganization. Under the 1940 Act, the vote of a “majority of the outstanding voting securities” means the
affirmative vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders
of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting
securities. Votes to ABSTAIN will have the same effect as votes cast AGAINST the proposal.
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Submission
of Certain Shareholder Proposals
The
trust does not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent
shareholder meeting should send their written proposals to the Secretary of the funds, attention “Fund Shareholder Meetings,”
245 Summer Street, Mail Zone V10A, Boston, Massachusetts 02210. Proposals must be received a reasonable time before a fund begins to print
and send its proxy materials to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does
not, however, necessarily mean the proposal will be included. With respect to proposals submitted on an untimely basis and presented at
a shareholder meeting, persons named as proxy agents will vote in their discretion.
Other
Business
The
Board knows of no business other than the matter set forth in this Proxy Statement to be brought before the Meeting. However, if any other
matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will
be voted on such matters in accordance with the judgment of the persons therein designated.
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Legal
Matters
Certain
legal matters in connection with the issuance of the Acquiring Fund’s shares have been passed upon by Dechert LLP, counsel to Fidelity
Select Portfolios.
Experts
The
audited financial statements of the Acquiring Fund are incorporated by reference into the Statement of Additional Information relating
to this Proxy Statement and have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose report
thereon is included in the fund’s Form N-CSR for the fiscal year ended February 28, 2025. The financial statements audited
by PricewaterhouseCoopers LLP have been incorporated by reference in reliance on their reports given on their authority as experts in
auditing and accounting. The unaudited financial statements for the fund for the six-month period ended August 31, 2025, are also
incorporated by reference into the Statement of Additional Information relating to this Proxy Statement.
The
audited financial statements of the Target Fund are incorporated by reference into the Statement of Additional Information relating to
this Proxy Statement and have been audited by Deloitte & Touche LLP, independent registered public accounting firm, whose report thereon
is included in the fund’s Form N-CSR for the fiscal year ended July 31, 2025. The financial statements audited by Deloitte
& Touche LLP have been incorporated by reference in reliance on their reports given on their authority as experts in auditing and
accounting.
Notice
to Banks, Broker-Dealers and Voting Trustees and Their Nominees
Please
advise Fidelity Advisor Series VII, in care of Fidelity Investments Institutional Operations Company LLC 245 Summer Street, Boston,
Massachusetts 02210, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number
of copies of the Proxy Statement and Form N-CSRs you wish to receive in order to supply copies to the beneficial owners of the respective
shares.
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FORM
OF AGREEMENT AND PLAN OF REORGANIZATION
THIS
AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of [___],2026, by and between Fidelity Advisor Series VII, a Massachusetts
business trust, on behalf of its series Fidelity Advisor® Health Care Fund (the Acquired Fund), and Fidelity Select Portfolios,
a Massachusetts business trust, on behalf of its series Health Care Portfolio (the Acquiring Fund). Fidelity Advisor Series VII and
Fidelity Select Portfolios may be referred to herein collectively as the “Trusts” or each individually as a “Trust.”
The Trusts are duly organized business trusts under the laws of the Commonwealth of Massachusetts with their principal place of business
at 245 Summer Street, Boston, Massachusetts 02210. The Acquiring Fund and the Acquired Fund may be referred to herein collectively as
the “Funds” or each individually as the “Fund.”
This
Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the Code). The reorganization will comprise: (a) the transfer of all of the assets of the Acquired Fund to the
Acquiring Fund solely in exchange for shares of beneficial interest in the Acquiring Fund (the Acquiring Fund Shares) and the assumption
by the Acquiring Fund of the Acquired Fund's liabilities; and (b) the constructive distribution of such shares by the Acquired Fund pro
rata to its shareholders in complete liquidation and termination of the Acquired Fund, all upon the terms and conditions set forth in
this Agreement. The foregoing transactions are referred to herein as the "Reorganization."
In
consideration of the mutual promises and subject to the terms and conditions herein, the parties covenant and agree as follows:
1.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRED FUND. The Acquired Fund represents and warrants to and
agrees with the Acquiring Fund that:
(a)
The Acquired Fund is a series of the Acquired Fund Trust, a business trust duly organized, validly existing, and in good standing under
the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations
under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and
to carry out this Agreement;
(b)
The Acquired Fund Trust is an open-end, management investment company duly registered under the Investment Company Act of 1940, as amended
(the 1940 Act), and such registration is in full force and effect;
(c)
The Prospectus and Statement of Additional Information of the Acquired Fund dated September 29, 2025 as supplemented, previously
furnished to the Acquiring Fund, did not and do not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading;
(d)
Except as disclosed in writing to the Acquiring Fund, there are no material legal, administrative, or other proceedings pending or, to
the knowledge of the Acquired Fund, threatened against the Acquired Fund which assert liability on the part of the Acquired Fund. The
Acquired Fund knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed
to the Acquiring Fund;
(e)
The Acquired Fund is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision
of its Amended and Restated Declaration of Trust or By-laws, or, to the knowledge of the Acquired Fund, of any agreement, indenture, instrument,
contract, lease, or other undertaking to which the Acquired Fund is a party or by which the Acquired Fund is bound or result in the acceleration
of any obligation or the imposition of any penalty under any agreement, judgment or decree to which the Acquired Fund is a party or is
bound;
(f)
The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and
the Schedule of Investments (including market values) of the Acquired Fund at July 31, 2025, as referenced in ADDITIONAL INFORMATION
ABOUT THE FUNDS have been furnished to the Acquiring Fund Said Statement of Assets and Liabilities and Schedule of Investments fairly
present the Acquired Fund’s financial position as of such date and said Statement of Operations, Statement of Changes in Net Assets,
and Financial Highlights fairly reflect the Acquired Fund’s results of operations, changes in financial position, and financial
highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently applied;
(g)
The Acquired Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of July 31, 2025, and those incurred in the ordinary course of the Acquired Fund’s
business as an investment company since July 31, 2025;
(h)
The registration statement (Registration Statement) filed with the Securities and Exchange Commission (Commission) by the Acquiring Fund
Trust on Form N–14 relating to the shares of the Acquiring Fund issuable hereunder and the proxy statement of the Acquired
Fund included therein (Proxy Statement), on the effective date of the Registration Statement and insofar as they relate to the Acquired
Fund (i) comply in all material respects with the provisions of the Securities Act of 1933, as amended (the 1933 Act), the Securities
Exchange Act of 1934, as amended (the 1934 Act), and the 1940 Act, and the rules and regulations thereunder, and (ii) do not contain any
untrue
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statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
and at the time of the shareholders’ meeting referred to in Section 7 and on the Closing Date (as defined in Section 6),
the prospectus contained in the Registration Statement of which the Proxy Statement is a part (the Prospectus), as amended or supplemented,
insofar as it relates to the Acquired Fund, will not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading;
(i)
No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired
Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940 Act,
and state securities or blue sky laws (which term as used in this Agreement shall include the District of Columbia and Puerto Rico);
(j)
The Acquired Fund has filed or will file all federal and state tax returns which, to the knowledge of the Acquired Fund’s officers,
are required to be filed by the Acquired Fund and has paid or will pay all federal and state taxes shown to be due on said returns or
provision shall have been made for the payment thereof, and, to the best of the Acquired Fund’s knowledge, no such return is currently
under audit and no assessment has been asserted with respect to such returns;
(k)
The Acquired Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for its current taxable year ending on the Closing Date;
(l)
All of the issued and outstanding shares of the Acquired Fund are, and at the Closing Date will be, duly and validly issued and outstanding
and fully paid and nonassessable as a matter of Massachusetts law (except as disclosed in the Acquired Fund’s Statement of Additional
Information), and have been offered for sale and in conformity with all applicable federal securities laws. All of the issued and outstanding
shares of the Acquired Fund will, at the Closing Date, be held by the persons and in the amounts set forth in the list of shareholders
submitted to the Acquiring Fund in accordance with this Agreement;
(m)
As of both the Valuation Time (as defined in Section 4) and the Closing Date, the Acquired Fund will have the full right, power,
and authority to sell, assign, transfer, and deliver its portfolio securities and any other assets of the Acquired Fund to be transferred
to the Acquiring Fund pursuant to this Agreement. As of the Closing Date, subject only to the delivery of the Acquired Fund’s portfolio
securities and any such other assets as contemplated by this Agreement, the Acquiring Fund will acquire the Acquired Fund’s portfolio
securities and any such other assets subject to no encumbrances, liens, or security interests (except for those that may arise in the
ordinary course and are disclosed to the Acquiring Fund) and without any restrictions upon the transfer thereof; and
(n)
The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate
action on the part of the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the Acquired Fund enforceable
in accordance with its terms, subject to approval by the shareholders of the Acquired Fund.
2.
REPRESENTATIONS AND WARRANTIES OF THE ACQUIRING FUND. The Acquiring Fund represents and warrants to
and agrees with the Acquired Fund that:
(a)
The Acquiring Fund is a series of the Acquiring Fund Trust, a business trust duly organized, validly existing, and in good standing under
the laws of the Commonwealth of Massachusetts, and has the power to own all of its properties and assets and to carry out its obligations
under this Agreement. It has all necessary federal, state, and local authorizations to carry on its business as now being conducted and
to carry out this Agreement;
(b)
The Acquiring Fund Trust is an open–end, management investment company duly registered
under the 1940 Act, and such registration is in full force and effect;
(c)
The Prospectus and Statement of Additional Information of the Acquiring Fund, dated April 29, 2025, as supplemented, previously furnished
to the Acquired Fund, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
(d)
Except as disclosed in writing to the Acquired Fund, there are no material legal, administrative, or other proceedings pending or, to
the knowledge of the Acquiring Fund, threatened against the Acquiring Fund which assert liability on the part of the Acquiring Fund. The
Acquiring Fund knows of no facts which might reasonably form the basis for the institution of such proceedings, except as otherwise disclosed
to the Acquired Fund;
(e)
The Acquiring Fund is not in, and the execution, delivery, and performance of this Agreement will not result in, violation of any provision
of its Amended and Restated Declaration of Trust or By–laws, or, to the knowledge of the Acquiring Fund, of any agreement, indenture,
instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which the Acquiring Fund is bound or result
in the acceleration of any obligation or the imposition of any penalty under any agreement, judgment, or decree to which the Acquiring
Fund is a party or is bound;
(f)
The Statement of Assets and Liabilities, the Statement of Operations, the Statement of Changes in Net Assets, Financial Highlights, and
the Schedule of Investments (including market values) of the Acquiring Fund at February 28, 2025, as referenced in ADDITIONAL INFORMATION
ABOUT THE FUNDS have been furnished to the Acquired Fund together with such financial statements
and schedule of
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investments
(including market values) for the six month period ended August 31, 2025. Said Statement of Assets and Liabilities and Schedule of
Investments fairly present the Acquiring Fund’s financial position as of such date and said Statement of Operations, Statement of
Changes in Net Assets, and Financial Highlights fairly reflect the Acquiring Fund’s results of operations, changes in financial
position, and financial highlights for the periods covered thereby in conformity with generally accepted accounting principles consistently
applied;
(g)
The Acquiring Fund has no known liabilities of a material nature, contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of February 28, 2025, and for the six month period ended August 31, 2025, and those
incurred in the ordinary course of the Acquiring Fund’s business as an investment company since February 28, 2025;
(h)
No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring
Fund of the transactions contemplated by this Agreement, except such as have been obtained under the 1933 Act, the 1934 Act, the 1940
Act, and state securities or blue sky laws;
(i)
The Acquiring Fund has filed or will file all federal and state tax returns which, to the knowledge of the Acquiring Fund’s officers,
are required to be filed by the Acquiring Fund and has paid or will pay all federal and state taxes shown to be due on said returns or
provision shall have been made for the payment thereof, and, to the best of the Acquiring Fund’s knowledge, no such return is currently
under audit and no assessment has been asserted with respect to such returns;
(j)
The Acquiring Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for its current taxable year ending on February 28, 2027;
(k)
As of the Closing Date, the shares of beneficial interest of the Acquiring Fund to be issued to the Acquired Fund will have been duly
authorized and, when issued and delivered pursuant to this Agreement, will be legally and validly issued and will be fully paid and nonassessable
(except as disclosed in the Acquiring Fund’s Statement of Additional Information) by the Acquiring Fund, and no shareholder of the
Acquiring Fund will have any preemptive right of subscription or purchase in respect thereof;
(l)
The execution, delivery, and performance of this Agreement will have been duly authorized prior to the Closing Date by all necessary corporate
action on the part of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Fund enforceable
in accordance with its terms, subject to approval by the shareholders of the Acquired Fund;
(m)
The Registration Statement and the Proxy Statement, on the effective date of the Registration Statement and insofar as they relate to
the Acquiring Fund, (i) comply in all material respects with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act, and the rules
and regulations thereunder, and (ii) do not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; and at the time of the shareholders’ meeting referred
to in Section 7 and on the Closing Date, the Prospectus, as amended or supplemented, insofar as it relates to the Acquiring Fund,
will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading;
(n)
The issuance of the Acquiring Fund Shares pursuant to this Agreement will be in compliance with all applicable federal securities laws;
and
(o)
All of the issued and outstanding shares of beneficial interest of the Acquiring Fund have been offered for sale and sold in conformity
with the federal securities laws.
3.
REORGANIZATION.
(a)
Subject to the requisite approval of the shareholders of the Acquired Fund and to the other terms and conditions contained herein, the
Acquired Fund agrees to assign, sell, convey, transfer, and deliver to the Acquiring Fund as of the Closing Date all of the assets of
the Acquired Fund of every kind and nature existing on the Closing Date. The Acquiring Fund agrees in exchange therefor: (i) to assume
all of the Acquired Fund’s liabilities existing on or after the Closing Date, whether or not determinable on the Closing Date, and
(ii) to issue and deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund having an aggregate net
asset value equal to the value of the assets of the Acquired Fund transferred hereunder, less the value of the liabilities of the Acquired
Fund, determined as provided for under Section 4.
(b)
The assets of the Acquired Fund to be acquired by the Acquiring Fund shall include, without limitation, all cash, cash equivalents, securities,
commodities and futures interests, receivables (including interest or dividends receivables), claims, choses in action, and other property
owned by the Acquired Fund, and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date.
The Acquired Fund will pay or cause to be paid to the Acquiring Fund any dividend or interest payments received by it on or after the
Closing Date with respect to the assets transferred to the Acquiring Fund hereunder, and the Acquiring Fund will retain any dividend or
interest payments received by it after the Valuation Time with respect to the assets transferred hereunder without regard to the payment
date thereof.
(c)
The liabilities of the Acquired Fund to be assumed by the Acquiring Fund shall include (except as otherwise provided for herein) all of
the Acquired Fund’s liabilities, debts, obligations, and duties, of whatever kind or nature, whether absolute, accrued, contingent,
or otherwise, whether or not arising in the ordinary course of business, whether or not determinable on the Closing Date, and whether
or not specifically referred to in this Agreement. Notwithstanding the foregoing, the Acquired Fund agrees to use its best efforts to
discharge all of its known liabilities prior to the Closing Date, other than liabilities incurred in the ordinary course of business.
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(d)
Pursuant to this Agreement, as soon after the Closing Date as is conveniently practicable, the Acquired Fund will constructively distribute
pro rata to its shareholders of record, determined as of the Valuation Time on the Closing Date,
the Acquiring Fund Shares in exchange for such shareholders’ shares of beneficial interest in the Acquired Fund and the Acquired
Fund will be liquidated in accordance with the Acquired Fund’s Amended and Restated Declaration of Trust. Such distribution shall
be accomplished by the Funds’ transfer agent opening accounts on the Acquiring Fund’s share transfer books in the names of
the Acquired Fund shareholders and transferring the Acquiring Fund shares thereto. Each Acquired Fund shareholder’s account shall
be credited with the respective pro rata number of full and fractional Acquiring Fund shares
due that shareholder. All outstanding Acquired Fund shares, including any represented by certificates, shall simultaneously be canceled
on the Acquired Fund’s share transfer records. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares
in connection with the Reorganization.
(e)
Any reporting responsibility of the Acquired Fund is and shall remain its responsibility up to and including the date on which it is terminated.
(f)
Any transfer taxes payable upon issuance of the Acquiring Fund shares in a name other than that of the registered holder on the Acquired
Fund’s books of the Acquired Fund shares constructively exchanged for the Acquiring Fund Shares shall be paid by the person to whom
such Acquiring Fund Shares are to be issued, as a condition of such transfer.
4.
VALUATION.
(a)
The Valuation Time shall be as of the close of business of the New York Stock Exchange on the Closing Date, or such other date as may
be mutually agreed upon in writing by the parties hereto (the Valuation Time).
(b)
As of the Closing Date, the Acquiring Fund will deliver to the Acquired Fund the number of Acquiring Fund Shares having an aggregate net
asset value equal to the value of the assets of the Acquired Fund transferred hereunder less the liabilities of the Acquired Fund, determined
as provided in this Section 4.
(c)
The net asset value per share of the Acquiring Fund shares to be delivered to the Acquired Fund, the value of the assets of the Acquired
Fund transferred hereunder, and the value of the liabilities of the Acquired Fund to be assumed hereunder shall in each case be determined
as of the Valuation Time.
(d)
The net asset value per share of the Acquiring Fund shares and the value of the assets and liabilities of the Acquired Fund shall be computed
in the manner set forth in the then–current Acquiring Fund Prospectus and Statement of Additional Information.
(e)
All computations pursuant to this Section shall be made by or under the direction of Fidelity Service Company, Inc., a wholly–owned
subsidiary of FMR LLC, in accordance with its regular practice as pricing agent for the Acquired Fund and the Acquiring Fund.
5.
FEES; EXPENSES.
(a)
The Acquired Fund’s investment adviser (the “Adviser”) will assume a portion of the expenses incurred by the Acquired
Fund Trust and the Acquired Fund in connection with the transactions contemplated by this Agreement, whether or not the transactions contemplated
hereby are consummated. Such expenses shall include, without limitation: (i) expenses incurred in connection with the entering into and
the carrying out of the provisions of this Agreement; (ii) expenses associated with the preparation and filing of the Registration Statement
under the 1933 Act covering the Acquiring Fund shares to be issued pursuant to the provisions of this Agreement; (iii) registration or
qualification fees and expenses of preparing and filing such forms as are necessary under applicable state securities laws to qualify
Acquiring Fund shares to be issued in connection herewith in each state in which Acquired Fund shareholders are resident as of the date
of the mailing of the Proxy Statement to such shareholders; (iv) postage; (v) printing; (vi)
accounting fees; (vii) legal fees; and (viii) solicitation costs of the transactions. The Acquired Fund shall be responsible for
all remaining expenses not assumed by the Adviser, fees and other charges in connection with the transactions contemplated by this Agreement.
(b)
A portion of expenses incurred in connection with the transactions contemplated by this Agreement which may be attributable to the Acquiring
Fund will be borne by the Adviser (but not including costs incurred in connection with the purchase or sale of portfolio securities. The
Acquiring Fund shall be responsible for all remaining expenses not assumed by the Adviser, fees and other charges in connection with the
transactions contemplated by this Agreement.
(c)
Each of the Acquiring Fund and the Acquired Fund represents that there is no person who has dealt with it who by reason of such dealings
is entitled to any broker’s or finder’s or other similar fee or commission arising out of the transactions contemplated by
this Agreement.
6.
CLOSING DATE.
(a)
The Reorganization, together with related acts necessary to consummate the same (the Closing), unless otherwise provided herein, shall
occur at the principal office of the Trusts, 245 Summer Street, Boston, Massachusetts, as of the Valuation Time on [__], or at some other
time, date, and place agreed to by the Acquired Fund and the Acquiring Fund (the Closing Date).
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(b)
In the event that on the Closing Date: (i) any of the markets for securities held by the Funds is closed to trading, or (ii) trading thereon
is restricted, or (iii) trading or the reporting of trading on said market or elsewhere is disrupted, all so that accurate appraisal of
the total net asset value of the Acquired Fund and the net asset value per share of the Acquiring Fund is impracticable, the Valuation
Time and the Closing Date shall be postponed until the first business day after the day when such trading shall have been fully resumed
and such reporting shall have been restored, or such other date as the parties may agree.
7.
SHAREHOLDER MEETING AND TERMINATION OF THE ACQUIRED FUND.
(a)
The Acquired Fund agrees to call a meeting of its shareholders after the effective date of the Registration Statement, to consider transferring
its assets to the Acquiring Fund as herein provided, adopting this Agreement, and authorizing the liquidation of the Acquired Fund.
(b)
The Acquired Fund agrees that as soon as reasonably practicable after distribution of the Acquiring Fund Shares, the Acquired Fund shall
be terminated as a series of the Acquired Fund Trust pursuant to its Amended and Restated Declaration of Trust, any further actions shall
be taken in connection therewith as required by applicable law, and on and after the Closing Date the Acquired Fund shall not conduct
any business except in connection with its liquidation and termination.
8.
CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND.
(a)
That, as of the Valuation Time and the Closing Date, all representations and warranties of the Acquired Fund made in this Agreement are
true and correct in all material respects and that the Acquired Fund has complied with all the agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to such dates;
(b)
That this Agreement and the transactions contemplated herein are approved by the requisite vote of the holders of the outstanding shares
of beneficial interest of the Acquired Fund;
(c)
That, on or prior to the Closing Date, the Acquired Fund will declare one or more dividends or distributions which, together with all
previous such dividends or distributions attributable to its current taxable year, shall have the effect of distributing to the shareholders
of the Acquired Fund substantially all of the Acquired Fund’s investment company taxable income
and all of its net realized capital gain, if any, as of the Closing Date;
(d)
That the Acquiring Fund at the Closing shall have access to a statement of the Acquired Fund’s assets and liabilities, together
with a list of its portfolio securities showing each such security’s adjusted tax basis and holding period by lot, with values determined
as provided in Section 4 of this Agreement, all as of the Valuation Time;
(e)
That the Acquired Fund’s custodian shall deliver to the Acquiring Fund a certificate identifying the assets of the Acquired Fund
held by such custodian as of the Valuation Time on the Closing Date and stating that as of the Valuation Time: (i) the assets held by
the custodian will be transferred to the Acquiring Fund; (ii) the Acquired Fund’s assets have been duly endorsed in proper form
for transfer in such condition as to constitute good delivery thereof; and (iii) to the best of the custodian’s knowledge, all applicable
taxes (including stock transfer taxes, if any) in conjunction with the delivery of the assets, that the custodian has been notified are
due, have been paid or provision for payment has been made;
(f)
That the Acquiring Fund at the Closing shall have access to the number of shares of the Acquired Fund outstanding as of the Valuation
Time and the name and address of each holder of record of any such shares and the number of shares held of record by each such shareholder,
as maintained by the Acquired Fund’s transfer agent;
(g)
That the Acquired Fund calls a meeting of its shareholders to be held after the effective date of the Registration Statement, to consider
transferring its assets to the Acquiring Fund as herein provided, adopting this Agreement, and authorizing the liquidation and termination
of the Acquired Fund;
(h)
That there has been no material adverse change in the Acquired Fund’s financial position since July 31, 2025, other than changes
in the market value of its portfolio securities, or changes due to net redemptions of its shares, dividends paid, or losses from operations;
and
(i)
That all of the issued and outstanding shares of beneficial interest of the Acquired Fund shall have been offered for sale and sold in
conformity with all applicable state securities laws and, to the extent that any audit of the records of the Acquired Fund or its transfer
agent by the Acquiring Fund or its agents shall have revealed otherwise, the Acquired Fund shall have taken all actions that in the opinion
of the Acquiring Fund are necessary to remedy any prior failure on the part of the Acquired Fund to have offered for sale and sold such
shares in conformity with such laws.
9.
CONDITIONS TO OBLIGATIONS OF THE ACQUIRED FUND.
(a)
That the Acquiring Fund shall have executed and delivered to the Acquired Fund an Assumption of Liabilities, certified by an authorized
officer of the Acquiring Fund Trust, dated as of the Closing Date pursuant to which the Acquiring Fund will assume all of the liabilities
of the Acquired Fund existing at the Valuation Time in connection with the transactions contemplated by this Agreement;
(b)
That, as of the Valuation Time and the Closing Date, all representations and warranties of the Acquiring Fund made in this Agreement are
true and correct in all material respects, and the Acquiring Fund has complied with all the agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to such dates; and
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(c)
That the Acquired Fund shall have received an opinion of Dechert LLP, counsel to the Acquired Fund and the Acquiring Fund, to the effect
that the Acquiring Fund shares are duly authorized and upon delivery to the Acquired Fund as provided in this Agreement will be validly
issued and will be fully paid and nonassessable by the Acquiring Fund (except as disclosed in the Acquiring Fund’s Statement of
Additional Information) and no shareholder of the Acquiring Fund has any preemptive right of subscription or purchase in respect thereof.
10.
CONDITIONS TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.
(a)
That this Agreement shall have been adopted and the transactions contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of the Acquired Fund;
(b)
That all consents of other parties and all other consents, orders, and permits of federal, state, and local regulatory authorities (including
those of the Commission and of state blue sky and securities authorities, and including “no action” positions of such federal
or state authorities) deemed necessary by the Acquiring Fund or the Acquired Fund to permit consummation, in all material respects, of
the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order, or permit would
not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that
either party hereto may for itself waive any of such conditions;
(c)
That all proceedings taken by either Fund in connection with the transactions contemplated by this Agreement and all documents incidental
thereto shall be satisfactory in form and substance to it and its counsel, Dechert LLP;
(d)
That there shall not be any material litigation pending with respect to the matters contemplated by this Agreement;
(e)
That the Registration Statement shall have become effective under the 1933 Act, and no stop order suspending such effectiveness shall
have been instituted or, to the knowledge of the Acquiring Fund and the Acquired Fund, threatened by the Commission; and
(f)
That the Acquiring Fund and the Acquired Fund shall have received an opinion of Dechert LLP satisfactory to the Acquiring Fund and the
Acquired Fund substantially to the effect that for federal income tax purposes:
(i)
The Reorganization will constitute a tax–free reorganization under Section 368(a) of the Code.
(ii)
The Acquired Fund will not recognize gain or loss upon the transfer of substantially all of its assets to the Acquiring Fund in exchange
solely for the Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund, except that the Acquired Fund may be
required to recognize gain or loss with respect to contracts described in Section 1256(b) of the Code or stock in a passive foreign
investment company, as defined in Section 1297(a) of the Code.
(iii)
The Acquired Fund will not recognize gain or loss upon the distribution to its shareholders of the Acquiring Fund Shares received by the
Acquired Fund in the Reorganization.
(iv)
The Acquiring Fund will recognize no gain or loss upon receiving the properties of the Acquired Fund in exchange solely for the Acquiring
Fund Shares and the assumption of all liabilities of the Acquired Fund.
(v)
The adjusted basis to the Acquiring Fund of the properties of the Acquired Fund received by the Acquiring Fund in the Reorganization will
be the same as the adjusted basis of those properties in the hands of the Acquired Fund immediately before the exchange.
(vi)
The Acquiring Fund’s holding periods with respect to the properties of the Acquired Fund that the Acquiring Fund acquires in the
Reorganization will include the respective periods for which those properties were held by the Acquired Fund (except where investment
activities of the Acquiring Fund have the effect of reducing or eliminating a holding period with respect to an asset).
(vii)
The Acquired Fund shareholders will recognize no gain or loss upon receiving the Acquiring Fund Shares solely in exchange for the Acquired
Fund shares.
(viii)
The aggregate basis of the Acquiring Fund Shares received by an Acquired Fund shareholder in the Reorganization will be the same as the
aggregate basis of the Acquired Fund shares surrendered by the Acquired Fund shareholder in exchange therefor.
(ix)
An Acquired Fund shareholder’s holding period for the Acquiring Fund Shares received by the Acquired Fund shareholder in the Reorganization
will include the holding period during which the Acquired Fund shareholder held the Acquired Fund shares surrendered in exchange therefor,
provided that the Acquired Fund shareholder held such shares as a capital asset on the date of the Reorganization.
Notwithstanding
anything herein to the contrary, neither the Acquired Fund nor the Acquiring Fund may waive the conditions set forth in this subsection
10(f).
11.
COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND.
(a)
The Acquiring Fund and the Acquired Fund each covenants to operate its respective business in the ordinary course between the date hereof
and the Closing Date, it being understood that such ordinary course of business will include the payment of customary dividends and distributions;
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(b)
The Acquired Fund covenants that it is not acquiring the Acquiring Fund shares for the purpose of making any distribution other than in
accordance with the terms of this Agreement;
(c)
The Acquired Fund covenants that it will assist the Acquiring Fund in obtaining such information as the Acquiring Fund reasonably requests
concerning the beneficial ownership of the Acquired Fund’s shares; and
(d)
The Acquired Fund covenants that its liquidation and termination will be effected in the manner provided in its Amended and Restated Declaration
of Trust in accordance with applicable law, and after the Closing Date, the Acquired Fund will not conduct any business except in connection
with its liquidation and termination.
12.
TERMINATION; WAIVER.
The
Acquiring Fund and the Acquired Fund may terminate this Agreement by mutual agreement. In addition, either the Acquiring Fund or the Acquired
Fund may at its option terminate this Agreement at or prior to the Closing Date because:
(i)
of a material breach by the other of any representation, warranty, or agreement contained herein to be performed at or prior to the Closing
Date; or
(ii)
a condition herein expressed to be precedent to the obligations of the terminating party has not been met and it reasonably appears that
it will not or cannot be met.
In
the event of any such termination, there shall be no liability for damages on the part of the Acquired Fund or the Acquiring Fund, or
their respective Trustees or officers.
13.
SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a)
This Agreement supersedes all previous correspondence and oral communications between the parties regarding the subject matter hereof,
constitutes the only understanding with respect to such subject matter, may not be changed except by a letter of agreement signed by each
party hereto and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts.
(b)
This Agreement may be amended, modified, or supplemented in such manner as may be mutually agreed upon in writing by the respective President,
any Vice President, or Treasurer of the Acquiring Fund or the Acquired Fund; provided, however, that following the shareholders’
meeting called by the Acquired Fund pursuant to Section 7 of this Agreement, no such amendment may have the effect of changing the
provisions for determining the number of the Acquiring Fund Shares to be paid to the Acquired Fund shareholders under this Agreement to
the detriment of such shareholders without their further approval.
(c)
Either Fund may waive any condition to its obligations hereunder, provided that such waiver does not have any material adverse effect
on the interests of such Fund’s shareholders.
The
representations, warranties, and covenants contained in the Agreement, or in any document delivered pursuant hereto or in connection herewith,
shall survive the consummation of the transactions contemplated hereunder.
14.
DECLARATIONS OF TRUST.
A
copy of each Fund’s Amended and Restated Declaration of Trust is on file with the Secretary of State of the Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on behalf of the Trustees of each Fund as trustees and not individually and
that the obligations of each Fund under this instrument are not binding upon any of such Fund’s Trustees, officers, or shareholders
individually but are binding only upon the assets and property of such Fund. Each Fund agrees that its obligations hereunder apply only
to such Fund and not to its shareholders individually or to the Trustees of such Fund.
15.
ASSIGNMENT.
This
Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or
transfer of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein
expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation other than the parties
hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement.
This
Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original.
IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by an appropriate officer.
[SIGNATURE
LINES OMITTED]
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Fidelity,
the Fidelity Investments Logo and all other Fidelity trademarks or service marks used herein are trademarks or service marks of FMR LLC.
Any third-party marks that are used herein are trademarks or service marks of their respective owners. © 2026 FMR LLC. All rights
reserved.
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1.9921975.100
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FACH26-PXS-0326 |
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Fidelity Advisor® Health Care Fund
(A Series of Fidelity Advisor Series VII)
Health Care Portfolio
(A Series of Fidelity Select Portfolios)
FORM N-14
STATEMENT OF ADDITIONAL INFORMATION
March 16, 2026
This Statement of Additional Information (SAI) relates
to the proposed acquisition of Fidelity Advisor® Health Care Fund, a series of Fidelity Advisor Series VII, by Health Care
Portfolio, a series of Fidelity Select Portfolios. This SAI contains information that may be of interest to shareholders, but which is
not included in the Proxy Statement which relates to the Reorganization. As described in the Proxy Statement, Health Care Portfolio will
acquire all of the assets of Fidelity Advisor® Health Care Fund and assume all of Fidelity Advisor® Health
Care Fund’s liabilities, in exchange solely for corresponding shares of beneficial interest in Health Care Portfolio.
This SAI is not a prospectus and should be read in
conjunction with the Proxy Statement. The Proxy Statement has been filed with the Securities and Exchange Commission and may be obtained,
without charge, from Fidelity Distributors Company LLC, 900 Salem Street, Smithfield, RI 02917.
This SAI consists of this cover page and the following
described documents, each of which is incorporated herein by reference:
| 1. | The Prospectus of Health Care Portfolio dated March 5, 2026, relating to Class A, Class M, Class C, Class I, and Class Z shares, which was previously filed via EDGAR (Accession No. 0000320351-26-000038); |
| | | |
| | 2. | The Statement of Additional Information of Health Care Portfolio dated March 5, 2026, relating to Class A, Class M, Class C, Class I, and Class Z shares, which was previously filed via EDGAR (Accession No. 0000320351-26-000038); |
| | | |
| | 3. | The Prospectus of Fidelity Advisor® Health Care Fund dated September 29, 2025, which was previously filed via EDGAR (Accession No. 0000315700-25-000133), as supplemented December 1, 2025, relating to Class A, Class M, Class C, Class I, and Class Z shares, which was previously filed via EDGAR (Accession No. 0000315700-25-000176); |
| | | |
| 2. | The Statement of Additional Information of Fidelity Advisor® Health Care Fund dated September 29, 2025, relating to Class A, Class M, Class C, Class I, and Class Z shares, which was previously filed via EDGAR (Accession No. 0000315700-25-000133); |
SUPPLEMENTAL
FINANCIAL INFORMATION (UNAUDITED)
A table showing the fees of
the Acquired Fund and the Acquiring Fund, and the fees and expenses of the Acquiring Fund on a pro forma basis after giving effect to
the proposed Reorganization, is included in the “Examples of Effect of Fund Expenses” section of the Prospectus/Proxy Statement.
The Reorganization will not
result in a material change to the Acquired Fund’s investment portfolio due to the investment restrictions of the Acquiring Fund.
In particular, each security held by the Acquired Fund is eligible to be held by the Acquiring Fund. As a result, a schedule of investments
of the Acquired Fund modified to show the effects of the change is not required and is not included. Notwithstanding the foregoing, changes
may be made to the Acquired Fund’s portfolio in advance of the Reorganization and/or the Acquiring Fund’s portfolio following
the Reorganization.
There are no material differences
between the accounting and valuation policies of the Acquired Fund and those of the Acquiring Fund.
PART C. OTHER
INFORMATION
Item 15. 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 FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard
of duties, and arises out of or in connection with FIIOC’s performance under the Transfer Agency Agreement; or
(2) any claim, demand,
action or suit (except to the extent contributed to by FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard
of duties) which results from the negligence of the Registrant, or from FIIOC’s 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 FIIOC’s acting in
reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOC’s 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
16. Exhibits
| (9) | Schedule
1 & 2, dated July 16, 2025, to the Amended and Restated Management Contract, dated March 1, 2024, between Fidelity Management &
Research Company LLC, Fidelity Investments Institutional Operations Company LLC, and Fidelity Service Company, Inc., on behalf of Fidelity
Select Portfolios: Consumer Discretionary Portfolio, is incorporated herein by reference to Exhibit (d)(9) of Post-Effective Amendment
No. 183. |
| | | |
| (13) | Schedule
1 & 2, dated July 16, 2025, to the Amended and Restated Management Contract, dated March 1, 2024, between Fidelity Management &
Research Company LLC, Fidelity Investments Institutional Operations Company LLC, and Fidelity Service Company, Inc., on behalf of Fidelity
Select Portfolios: Energy Portfolio, is incorporated herein by reference to Exhibit (d)(13) of Post-Effective Amendment No. 183. |
| | | |
| (19) | Schedule
1 & 2, dated October 15, 2025, to the Amended & Restated Management Contract, dated March 1, 2024, between Fidelity Management
& Research Company LLC, Fidelity Investments Institutional Operations Company LLC, and Fidelity Service Company, Inc., on behalf of
Fidelity Select Portfolios: Fidelity Real Estate Investment Portfolio, is incorporated herein by reference to Exhibit (d)(19) of Post-Effective
Amendment No. 183. |
| | | |
| (25) | Schedule 1 & 2, dated November 19, 2025, to the Amended and Restated Management Contract, dated March 1, 2024, between Fidelity Management & Research Company LLC, Fidelity Investments Institutional Operations Company LLC, and Fidelity Service Company, Inc., on behalf of Fidelity Select Portfolios: Health Care Portfolio, is incorporated herein by reference to Exhibit (d)(25) of Post-Effective Amendment No. 185. |
| | | |
| (37) | Schedule
1 & 2, dated July 16, 2025, to the Amended and Restated Management Contract, dated March 1, 2024, between Fidelity Management &
Research Company LLC, Fidelity Investments Institutional Operations Company LLC, and Fidelity Service Company, Inc., on behalf of Fidelity
Select Portfolios: Technology Portfolio, is incorporated herein by reference to Exhibit (d)(37) of Post-Effective Amendment No. 183. |
| | | |
| (41) | Schedule
1 & 2, dated June 11, 2025, to the Amended and Restated Management Contract, dated March 1, 2024, between Fidelity Management &
Research Company LLC, Fidelity Investments Institutional Operations Company LLC, and Fidelity Service Company, Inc., on behalf of Fidelity
Select Portfolios: Utilities Portfolio, is incorporated herein by reference to Exhibit (d)(41) of Post-Effective Amendment No. 183. |
| | | |
| (1) | Custodian
Agreement, dated January 1, 2007, between Brown Brothers Harriman & Company and Automotive Portfolio, Banking Portfolio, Biotechnology
Portfolio, Brokerage and Investment Management Portfolio, Chemicals Portfolio, Communication Services Portfolio, Construction and Housing
Portfolio, Consumer Discretionary Portfolio, Consumer Staples Portfolio, Defense and Aerospace Portfolio, Energy Portfolio, Enterprise
Technology Services Portfolio, Fidelity Environment and Alternative Energy Fund, Fidelity Natural Resources Fund, Fidelity Real Estate
Investment Portfolio, Fidelity Telecom and Utilities Fund, Financials Portfolio, FinTech Portfolio, Gold Portfolio, Health Care Portfolio,
Health Care Services Portfolio, Insurance Portfolio, Leisure Portfolio, Materials Portfolio, Medical Equipment and Systems Portfolio (currently
known as Medical Technology and Devices Portfolio), Pharmaceuticals Portfolio, Retailing Portfolio, Semiconductors Portfolio, Software
and IT Services Portfolio , Tech Hardware Portfolio, Technology Portfolio, Telecommunications Portfolio, Transportation Portfolio, Utilities
Portfolio, and Wireless Portfolio is incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor Series I’s (File No.
002-84776) Post-Effective Amendment No. 72. |
| | | |
(10)
| (97) | Amended
and Restated Multiple Class of Shares Plan (Equity) pursuant to Rule 18f-3 for Fidelity Funds with Retail, Retirement and/or Advisor Classes,
dated March 1, 2024, on behalf of Fidelity Select Portfolios on behalf of Communication Services Portfolio, Consumer Discretionary Portfolio,
Consumer Staples Portfolio, Energy Portfolio, Fidelity International Real Estate Fund, Fidelity Real Estate Investment Portfolio, Gold
Portfolio, Health Care Portfolio, Materials Portfolio, Technology Portfolio, Telecommunications Portfolio, and Utilities Portfolio, is
incorporated herein by reference to Exhibit (n)(1) of Fidelity Summer Street Trust’s (File No. 002-58542) Post-Effective Amendment
No. 221. |
| | | |
| (98) | Schedule I (Equity), dated January 28, 2026, to the Amended and Restated Multiple Class of Shares Plan pursuant to Rule 18f-3 for Fidelity Funds with Retail, Retirement and/or Advisor Classes, dated March 1, 2024, on behalf of Communication Services Portfolio, Consumer Discretionary Portfolio, Consumer Staples Portfolio, Energy Portfolio, Fidelity International Real Estate Fund, Fidelity Real Estate Investment Portfolio, Gold Portfolio, Health Care Portfolio, Materials Portfolio, Technology Portfolio, Telecommunications Portfolio, and Utilities Portfolio, is incorporated herein by reference to Exhibit (n)(2) of Post-Effective Amendment No. 185. |
| | | |
| (12) | Opinion and Consent of counsel Dechert LLP, as to tax matters - To be filed by
Post-Effective Amendment. |
| | | |
(2) Consent of Deloitte & Touche LLP, dated March 11, 2026, is filed herein as Exhibit 14(2).
Item 17. Undertakings
(1) The undersigned
Registrant agrees that prior to any public reoffering of the securities registered through the use of the prospectus which is a part of
this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities
Act of 1933, the reoffering prospectus will contain the information called for by the applicable registration form for reoffering by persons
who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned
Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the Registration
Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act of 1933,
each Post-Effective Amendment shall be deemed to be a new Registration Statement for the securities offered therein, and the offering
of securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned
Registrant undertakes to file a post-effective amendment to this registration statement prior to the closing of the Reorganization described
in this Registration Statement that contains an opinion of counsel supporting the tax matters discussed in this Registration Statement.
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. 2 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 13th day of March 2026.
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Fidelity Select Portfolios |
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By |
/s/ Stacie M. Smith |
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Stacie M. Smith, 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/
Stacie M. Smith |
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President and Treasurer |
March 13, 2026 |
| Stacie M. Smith |
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(Principal Executive Officer) |
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| /s/
Stephanie Caron |
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Chief Financial Officer |
March 13, 2026 |
| Stephanie Caron |
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(Principal Financial Officer) |
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| /s/
Vijay C. Advani |
* |
Trustee |
March 13, 2026 |
| Vijay C. Advani |
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| /s/
Thomas P. Bostick |
* |
Trustee |
March 13, 2026 |
| Thomas P. Bostick |
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| /s/
Donald F. Donahue |
* |
Trustee |
March 13, 2026 |
| Donald F. Donahue |
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| /s/
Bettina Doulton |
* |
Trustee |
March 13, 2026 |
| Bettina Doulton |
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| /s/
Vicki L. Fuller |
* |
Trustee |
March 13, 2026 |
| Vicki L. Fuller |
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| /s/
Patricia L. Kampling |
* |
Trustee |
March 13, 2026 |
| Patricia L. Kampling |
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| /s/
Thomas Kennedy |
* |
Trustee |
March 13, 2026 |
| Thomas Kennedy |
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| /s/
Robert A. Lawrence |
* |
Trustee |
March 13, 2026 |
| Robert A. Lawrence |
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| /s/
Oscar Munoz |
* |
Trustee |
March 13, 2026 |
| Oscar Munoz |
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| /s/
Karen B. Peetz |
* |
Trustee |
March 13, 2026 |
| Karen B. Peetz |
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| /s/
Sabra Purtill |
* |
Trustee |
March 13, 2026 |
| Sabra Purtill |
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| /s/
Susan Tomasky |
* |
Trustee |
March 13, 2026 |
| Susan Tomasky |
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| * |
By: |
/s/ Megan C. Johnson |
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Megan C. Johnson, pursuant to a power of attorney dated January 1, 2026 and filed herewith. |
ATTACHMENTS / EXHIBITS
OPINION AND CONSENT OF COUNSEL DECHERT LLP
CONSENT OF PRICEWATERHOUSECOOPERS LLP, DATED MARCH 11, 2026
CONSENT OF DELOITTE AND TOUCHE LLP, DATED MARCH 11, 2026
POWER OF ATTORNEY, DATED JANUARY 1, 2026
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