Fidelity Trust CompanySM Our Investment Management Business and Policies

As of March 31, 2021

This document provides important information for clients investing in commingled pools and separate accounts managed by Fidelity Management Trust Company. The information contained in this document has not been approved or verified by any securities, banking, or regulatory authority.

MATERIAL CHANGES Material changes since this document was issued on March 20, 2020 are described below: • Updates have been made to the "Other Financial Industry Activities and Affiliations" section to reflect Digital Brokerage Services LLC as an affiliated broker-dealer. • Updates have been made to describe the types of asset management services and products that Fidelity manages. • Updates have been made to the Transactions with Certain Brokers disclosure in the "Brokerage Practices" section to address exchanges that FMTC or its affiliates have an interest.

Table of Contents

About Fidelity Management Trust Company……………………………………………………….….. 4

Fees and Compensation……………………………………..………………………………………….. 5

Performance-Based Fees and Side-by-Side Management………………………………………….. 6

Methods of Analysis, Investment Strategies, and Risk of Loss……………………………………… 7

Disciplinary Information……………………………………………………………………………….…. 12

Other Financial Industry Activities and Affiliations……………………………………………...…….. 12

Code of Ethics and Related Policies, Participation or Interest in Client Transactions, and Personal Trading……………………………………………………………………. 17

Brokerage Practices……………………………………………………………………………………… 19

Significant Cash Flow Policy…………………………………………………………………………….. 27

Limitations on Withdrawals for Stable Value Commingled Pools……………………………………. 28

Review of Accounts………………………………………………………………………………………. 28

Client Referrals and Other Compensation……………………………………………………………... 29

Voting Client Securities…………………………………………………………………………………... 29

Financial Information……………………………………………………………………………………... 32

Contact Information………………………………………………………………………………………. 32

About Fidelity Management Trust (as defined below) of such registered advisers. Company Certain of FIL’s subsidiaries and affiliates (including FIC), which are not companies Fidelity Management Trust Company (“FMTC”) is registered with the SEC (each, a “Participating a limited purpose trust company organized and Affiliate”), may have access to information (such operating under the laws of the Commonwealth of as through employees who work for both a FIL Massachusetts. Established in 1981, it is wholly registered adviser and the unregistered FIL owned by FMR LLC, the parent company of the subsidiary or affiliate) concerning securities businesses more commonly known as Fidelity recommendations for the registered adviser’s U.S. Investments (“Fidelity Investments”). FMTC clients. FMTC disclaims that it is a related person provides investment management services to to FIL. commingled pools (referred to as funds or pools) and separate accounts, as well as providing Although FMTC or its affiliates provides advice to various other directed trustee and custodial certain FMTC accounts regarding certain services. This document is intended to provide commodity interests, FMTC is not registered as a information about FMTC’s investment or commodity trading management business. adviser.

FMTC’s institutional clients generally include FMTC and/or its affiliates may provide all defined benefit and defined contribution plans of necessary office facilities and personnel for , not-for-profit entities, tax exempt servicing some of the accounts’ investments, and plans of state or municipal governments, pay the salaries and fees of officers of certain collective investment trusts, and separately accounts and of personnel of certain accounts managed accounts. Many such plans and performing services relating to research, are subject to the Employee statistical, and investment activities. In addition, Income Security Act of 1974, as amended FMTC provides the management and ("ERISA"). FMTC may retain affiliated or non- administrative services necessary for the affiliated entities, including advisers and sub- operation of its accounts. These services may advisers, to provide investment management include facilitating relations with custodians, services or use the services of affiliated personnel transfer and pricing agents, accountants, pursuant to various agreements, including underwriters, and other persons dealing with intercompany agreements. clients; preparing general communications and conducting client relations; maintaining records; FMTC may, to the extent permitted by its developing management and shareholder agreements, delegate investment discretion to a services for each fund, if applicable; and sub-adviser who manages all or a portion of the furnishing reports, evaluations, and analyses. account. If FMTC has engaged a sub-adviser to FMTC or its affiliates may in certain manage a FMTC account, the sub-adviser’s circumstances reimburse costs, commissions, trading and associated policies will apply to that fees, or levies of FMTC’s clients. account, subject to applicable law. FMTC may also use affiliates for other services, including, but From time to time, a manager, analyst, or other not limited to, trading, proxy voting, securities employee of FMTC or its affiliates may express lending, and investment and corporate views regarding a particular company, security, compliance, or utilize the services of certain industry, or market sector. The views expressed personnel of its affiliates as supervised persons of by any such person are the views only of that FMTC under personnel sharing arrangements or individual as of the time expressed and do not other intercompany arrangements. FMTC may necessarily represent the views of FMTC or any also have access to investment research from its other person in their organizations. Any such affiliates and/or the services of personnel of an views are subject to change at any time based on affiliate. FMTC or its affiliates may have access to market or other conditions, and FMTC and its investment research on a substantially delayed affiliates disclaim any responsibility to update basis from various subsidiaries and affiliates of such views. These views may not be relied on as FIL Limited (including Fidelity Investments investment advice and, because investment Canada ULC (“FIC”), which are investment decisions for an account managed by FMTC or its advisers registered with the SEC operating affiliates are based on numerous factors, may not principally in the United Kingdom, Japan, be relied on as an indication of trading intent on Hong Kong, or Participating Affiliates behalf of an account.

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FMTC or its affiliates generally have authority to Upon request, FMTC may provide pricing determine which securities to purchase or sell, the information to a client about any securities held in total amount of such purchases and sales, and that client’s account that have been subject to a the brokers or dealers through which transactions fair market valuation. However, FMTC does not are effected. However, with respect to each provide pricing services. discretionary account, this authority is subject to certain limits, including applicable investment Collective investment funds managed by FMTC objectives, policies, and restrictions. These may invest any uninvested cash of the fund in a limitations may be based on a variety of factors, registered investment company known as the such as regulatory constraints, as well as policies Fidelity Cash Central Fund (“Cash Central Fund”), imposed by a client or its governing body (e.g., and cash collateral from securities lending board of trustees) and may cause differences in activities may be invested in the Fidelity Securities commission rates. Lending Cash Central Fund, for which affiliates of FMTC act as adviser(s) and service provider(s). With regard to accounts or collective investment The Cash Central Fund and the Fidelity Securities products governed by ERISA, the client is Lending Cash Central Fund (collectively, the responsible for a plan’s compliance with ERISA “Funds”) are investment vehicles created requirements concerning investments in exclusively for cash management purposes of the “employer securities”, “employer real property”, or Fidelity mutual funds and other advisory accounts “qualifying employer real property” as such terms of Fidelity Investments, FMTC, and their affiliates. are defined in Section 407 of ERISA (collectively, The Funds incur certain costs related to their “restricted securities”) and for identifying certain investment activities (such as custodial expenses) financial intermediaries or parties in interest that but do not pay an investment management fee could result in prohibited transactions under from their respective assets. Instead, FMR or an ERISA, including, but not limited to, broker- affiliate pays the investment management fee on dealers affiliated with such plan. The client is behalf of the investing funds. Additional responsible for informing FMTC in writing of any information about the Fidelity Cash Central Fund restrictions on account investments (including or the Fidelity Securities Lending Cash Central identifying such restricted securities or parties in Fund, including the prospectus and annual and interest to the plan) required in order for that plan semi-annual reports, is available upon request. to comply with ERISA. In the absence of such information, FMTC takes no responsibility to limit As of December 31, 2020, FMTC managed investments in such restricted securities or $115.16 billion of client assets on a discretionary monitor transactions with client-affiliated financial basis. intermediaries or other parties-in-interest to the plan to the extent such restrictions are necessary Fees and Compensation to avoid a non-exempt prohibited transaction under ERISA. Investment management fees charged to FMTC’s discretionary clients are based on the type of In its role as directed trustee and/or custodian, product, vehicle and amount of assets held in the FMTC will generally file a claim and participate in client’s account. Fees are generally based on an a class action settlement recovery for impacted account’s average net assets. These fees will vary accounts with a position in the security during the based on a variety of factors, including portfolio applicable class period. Any proceeds collected size, breakpoints, type of product structure, and by FMTC as a result of participation in a class asset aggregation among accounts. Fees may be action on the account’s behalf will be credited to subject to negotiation and are subject to review the account as soon as administratively feasible. and approval by the client in accordance with the FMTC handles such activities according to its requirements of applicable law. In addition, certain policies and procedures. These policies and clients of FMTC may have arrangements procedures provide for, among other things, the providing for the lowest available fee for a handling of certain events, such as the dissolution particular investment strategy under most favored of a collective investment product prior to receipt nation clauses, or for a waiver of all or a portion of of certain class action proceeds, and the their fees. Such arrangements may also take into disposition of de minimis amounts and/or account the scope of a client’s relationship with proceeds. FMTC and its affiliates.

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FMTC’s pools generally have all-inclusive fee based or performance-based fees are paid, or arrangements, whereby operating expenses are both. A conflict of interest arises when a portfolio paid by FMTC, including to its affiliates for manager manages accounts simultaneously when providing services (with the exception of stable one account has performance fee and incentive value wrap contract fees, which are paid to third- compensation arrangements and another account party wrap providers and do not result in does not. In general, the management of multiple additional compensation to Fidelity. The wrap fees funds and accounts (including accounts of FMTC are not separately stated but are reflected in the or its affiliates) may give rise to conflicts of interest pool’s expense ratio and reduce returns). Certain if, for example, the accounts have different stable value pools also provide the ability for the objectives, benchmarks, time horizons, and fees, plan sponsor to direct that a portion of the as the portfolio manager must allocate his or her investment management fee be paid to a service time and investment ideas across multiple funds provider for services rendered to their plan. and accounts. Because a portfolio manager must allocate his or her time and investment ideas Each stable value pool maintains a cash buffer as across these multiple funds and accounts, an a source of liquidity to address the pool’s economic incentive exists for the portfolio immediate cashflow needs. FMTC invests the manager to invest more effort on behalf of those pool’s cash buffer in a registered institutional funds and accounts that include a performance- money market fund managed by an FMTC adjusted component to increase his or her and/or affiliate. The money market fund charges an the adviser’s performance and, hence, the investment management fee to its investors. portfolio manager’s compensation. However, because FMTC reimburses the pool for the money market fund investment management In addition, as a result of certain regulations fee, pool investors do not incur additional cost governing the ability of accounts investing side- beyond the pool’s all-inclusive management fee by-side or differences in investment strategies or as a result of the investment in the money market mandates, it is possible that different account fund. Additional information concerning the money types are not permitted to participate in an market fund, including the prospectus and annual investment opportunity at the same time. and semi-annual reports, is available upon request. Conflicts of interest also arise when account orders do not get fully executed due to being Compensation to FMTC is withdrawn from the aggregated with those of other accounts managed pool on a monthly basis in arrears or payable on by FMTC and its affiliates. FMTC and its affiliates such other terms as FMTC may from time to time have adopted policies and procedures (for agree to, or as FMTC may be entitled to under the example, trade allocation procedures) and terms of its agreements. Agreements that FMTC maintain a compliance program designed to help may enter into with its investment advisory or non- manage these actual and potential conflicts. investment advisory affiliates may be of definite or There can be no assurance, however, that all indefinite duration as permitted by applicable law; conflicts have been addressed in all situations. however, the parties generally have the right to terminate the agreement on 14–90 days advance FMTC seeks to manage such competing interests written notice. for the time and attention of the portfolio managers by having portfolio managers focus on FMTC or its affiliates may provide to or receive a particular investment discipline or certain from other affiliated investment managers or disciplines, using similar investment strategies in financial institutions nondiscretionary advisory connection with the management of multiple funds services in the form of research services. With and accounts. Accordingly, portfolio holdings, respect to such services, fees are negotiable, paid position sizes, and industry and sector exposures in arrears, and depend on a variety of factors. tend to be similar across similar accounts, which may minimize conflicts of interest. The separate Performance-Based Fees management of the trade execution and valuation and Side-by-Side Management of funds from the portfolio management process also helps to reduce conflicts of interest. Although performance-based fees are neither Moreover, if a portfolio manager identifies limited charged nor paid by FMTC, its affiliates or sub- investment opportunity that may be suitable for adviser(s) may manage accounts for which asset- more than one account, the portfolio may not be

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able to take full advantage of that opportunity due different parts of the same issuer’s capital to an allocation of that opportunity across all structure under normal circumstances, the accounts. FMTC and its affiliates seek to manage interests of stockholders and holders (or such conflicts by using procedures intended to junior debtholders and senior debtholders) may provide a fair allocation of buy and sell conflict, for example, when an issuer is in a opportunities among accounts. distressed financial condition, involved in a merger or acquisition, or a going-private FMTC and/or certain of its affiliates may execute transaction. Investment personnel are mindful of transactions for an account that may adversely potentially conflicting interests of our clients with affect the value of securities held by another investments in different parts of an issuer’s capital account of FMTC and/or certain of its affiliates. structure and take appropriate measures to For example, FMTC and/or certain of its affiliates ensure that the interests of all clients are taken may manage accounts that engage in short sales into consideration. To further mitigate potential and could sell short a security for such an account conflicts of interest, FMTC or its affiliates have that another account of FMTC and/or certain of its implemented policies and procedures that are affiliates also trades or holds. In the case of a reasonably designed to provide fair and equitable portfolio manager trading on behalf of multiple allocation of trades across client accounts. accounts, and subject to limited exceptions consistent with each account’s investment To the extent that FMTC or its affiliates engages objectives and strategies, FMTC generally does in short selling on behalf of client accounts, not allow such a portfolio manager to place trade FMTC’s or its affiliates' compliance program seeks orders that conflict with trade orders placed for to manage actual and potential conflicts any existing positions for which he or she has associated with the contemporaneous portfolio management responsibility without prior management of long-short investment products chief investment officer approval. Although FMTC (“long-short funds”) and long-only products (“long- or its affiliates monitor these and other only funds”), and to balance the needs of transactions to attempt to ensure equitable investors in both products. This compliance treatment of all accounts, there can be no program restricts certain conduct and trading and assurance that the price of a security held by an investment activity related to the long-short funds account will not be affected as a result of and short sales and could result in accounts being transactions entered for another account. restricted from making certain trades and Securities selected for some accounts may investments that they would have otherwise outperform securities selected for other accounts. made. If FMTC has engaged a sub-adviser for all While FMTC attempts to seek best execution on or a portion of a FMTC-managed account, the all orders, there may be instances in which it may sub-adviser’s conflict of interest policies will apply appear that one client (or segment of clients) may to that account subject to applicable law. The receive a more favorable execution than another policies described here and elsewhere in this client (or segment of clients), depending on the document, including trade allocation policies, seek timing and nature of the order and other factors. to mitigate these actual and potential conflicts of interest. There can be no assurance, however, FMTC’s or its affiliates’ use of multiple investment that all conflicts have been addressed in all strategies presents additional conflicts. For situations. example, a conflict of interest situation is presented when different clients invest in different Methods of Analysis, Investment parts of an issuer’s capital structure, including Strategies, and Risk of Loss circumstances in which one or more clients own private securities or obligations of an issuer and FMTC and its affiliates use a variety of methods in other clients own or seek to acquire securities of managing client assets, including: fundamental the same issuer. For example, a client acquiring a analysis, (i.e. evaluating each issuer’s financial loan, loan participation or a loan assignment of a condition, industry position, environmental, social particular borrower in which one or more other and corporate governance (“ESG”) factors, and clients have an equity investment; or investing for the market and economic conditions impacting a client in senior debt obligations of an issuer their profitability); quantitative analysis (i.e., while investing in junior debt obligations or equity mathematical and statistical modeling); cyclical of the same issuer for another client. While it is analysis (i.e., evaluating issuers based in part on typical for different clients to hold investments in their sensitivity to business cycles); and factor-

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based analysis (i.e., evaluating investment Due to regulatory and issuer-specific limits that opportunities based on exposure to targeted apply to the ownership of securities of certain characteristics). FMTC also uses general issuers, FMTC and/or its affiliates may limit macroeconomic analysis as a component of its investments in the securities of such issuers. security analysis methods. Inputs and Similar limitations may apply to futures and other incorporation of these different forms of derivatives, such as options. FMTC and/or its analysis will vary, depending on product affiliates from time to time determine that, mandate, and may vary over time depending because of regulatory requirements that apply to on internal and external factors, as well as FMTC and/or its affiliates in relation to market environment. As part of due diligence in investments in a particular country or an issuer fundamental analysis, FMTC and its affiliates operating in a particular regulated industry, uses extensive in-person and remote corporate investments in the securities of issuers domiciled visits and interviews with company management or listed in trading markets in that country or teams in conducting research, offering statements operating in that regulated industry above certain of various municipalities as a source of thresholds (which may apply at the account level information, as well as information and analysis or in the aggregate across all accounts managed relating to foreign sovereigns and currency by FMTC and its affiliates) is impracticable or markets. undesirable. The foregoing limits and thresholds may apply at the account level or in the aggregate FMTC and its affiliates may also transact in across all accounts (or certain subsets of futures contracts, swap transactions, forwards, accounts) managed, sponsored, or owned by, or and swaptions, including interest rate, total return, otherwise attributable to, FMTC and/or its and credit default swaps; written covered call affiliates. For investment risk management and options; futures transactions; and currency other purposes, FMTC and/or its affiliates also forward transactions, currency forward trading, generally apply internal aggregate limits on the and other currency-related derivatives in pursuit of amount of a particular issuer’s securities that may mandate investment objectives. Margin may be be owned by all such accounts. In connection with required in connection with certain client futures, the foregoing limits and thresholds, FMTC may options, swaps, forwards, and other derivatives limit or exclude investments in a particular issuer, transactions or in connection with short sales. future, derivative and/or other instrument (or limit FMTC does not engage in the purchase of the exercise of voting or other rights) and securities on margin but it may do so in investment flexibility may be restricted. In addition, connection with clearance and settlement of to the extent that client accounts already own securities (including forward settling mortgage- securities that directly or indirectly contribute to backed securities) and permitted derivatives such an ownership threshold being exceeded, transactions. FMTC generally sells securities held in such accounts to bring account-level and/or aggregate FMTC or its affiliates may engage in securities ownership below the relevant threshold. In the lending to parties such as or broker event that any such sales result in realized losses dealers, and may use an affiliate as lending agent. for FMTC-managed accounts, those accounts FMTC or its affiliates have established allocation may bear such losses depending on the particular policies reasonably designed to ensure that circumstances. Additionally, accounts are subject lending opportunities are allocated equitably to operational risks, which can include risk of loss among participating clients in the same program arising from failures in internal processes, people over time. Investing in securities involves a risk of or systems, such as routine processing errors or loss that clients need to be prepared to bear. major systems failures, or from external events, More detailed information relating to the such as exchange outages. investment strategies used to manage a particular fund are set out in the applicable investment FMTC and its affiliates may establish internal guidelines. Investment risks that may apply, limits, and may be subject to external limits, on depending upon the mandate, include, but are not how much they may cause the funds and limited to, market risk, currency risk, sovereign accounts they manage to invest in any one other risk, concentration risk, market capitalization risk, fund. Additionally, regulatory restrictions may limit liquidity risk, and counterparty risk. Not all risks the amount that one fund can invest in another, are described, and other risks may apply to any which means that FMTC may be limited in the investment. amount it can cause a fund it manages to invest in any particular fund.

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With the increased use of technologies such as For All Investment Strategies the internet to conduct business, FMTC and its Past performance is no guarantee of future affiliates are susceptible to operational, results. An investment may be risky and may not information security, and related risks. For be suitable for an ’s goals, objectives, and example, computer, communications, data risk tolerance. Investors should be aware that an processing, networks, backup, business continuity investment’s value may be volatile, and any or other operating, information or technology investment involves the risk that they may lose systems, including those outsourced to other money. Performance results among accounts can providers, may fail to operate properly or become also differ due to factors such as portfolio size, disabled, overloaded or damaged as a result of a account objectives, restrictions, and the structure number of factors. These factors could include of a particular investment. None of FMTC’s events that are wholly or partially beyond our investment strategies or products are insured by a control and may have a negative effect on our and/or the Federal Deposit ability to conduct business activities. We believe . that we have taken reasonable steps to mitigate these risks, but do not believe that we can The value of a strategy’s investments will vary in eliminate them altogether. In general, cyber response to many factors, including adverse incidents can result from deliberate attacks or issuer, political, regulatory, market, or economic unintentional events and may arise from external developments. The value of an individual security or internal sources. Cyber attacks include, but are or a particular type of security can be more not limited to, gaining unauthorized access to volatile and perform differently than the market as digital systems (e.g., through “hacking” or a whole. Nearly all accounts are subject to malicious software coding) for purposes of volatility in non-U.S. markets, either through direct misappropriating assets or sensitive information; exposure or indirect effects on U.S. markets from corrupting data, equipment, or systems; or events abroad, including fluctuations in foreign causing operational disruption. Cyber attacks may currency exchanges rates and, in the case of less also be carried out in a manner that does not developed markets, currency illiquidity. require gaining unauthorized access, such as Developments that disrupt global economies and causing denial-of-service attacks on websites (i.e., financial markets, such as war, acts of terrorism, efforts to make network services unavailable to the spread of infectious illness or other public intended users). Cyber incidents affecting FMTC, health issues, recessions, or other events may Fidelity Investments, its affiliates, or any other magnify factors that affect performance. In service providers (including, but not limited to, addition, some countries experience low or accountants, custodians, transfer agents, and negative interest rates, from time to time, which financial intermediaries used by a fund or may magnify interest rate risk for the markets as a account) have the ability to cause disruptions and whole and for the funds or accounts. The impact business operations, potentially resulting in discontinuation and replacement of LIBOR (an financial losses, interference with the ability to indicative measure of the average interest rate at calculate NAV, impediments to trading, the which major global banks could borrow from one inability to transact business, destruction to another) and other benchmark rates may have a equipment and systems, violations of applicable significant impact on the financial markets and privacy and other laws, regulatory fines, penalties, may adversely impact fund or account reputational damage, reimbursement or other performance. Additionally, funds or accounts that compensation costs, or additional compliance pursue debt investments are subject to risks of costs. Similar adverse consequences could result prepayment or default, as well as changes to from cyber incidents affecting issuers of securities bankruptcy or debtor relief laws, which may in which a fund or account invests, counterparties impede collection effots or alter timing and with which a fund or account engages in amount of collections. transactions, governmental and other regulatory authorities, exchange and other For International Investment Strategies operators, banks, brokers, dealers, insurance The performance of international strategies companies, and other financial institutions depends on currency values, political and (including financial intermediaries and service regulatory environments, and overall economic providers) and other parties. factors in the countries in which they invest. Foreign markets often are more volatile than the

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U.S. market due to increased risks of adverse short-term interest rates, differences in relative issuer, political, regulatory, market, or economic values of similar assets in different currencies, developments, and often perform differently from long-term opportunities for investment and capital the market. Government actions as a result of the appreciation, and political developments. political process can result in additional market volatility in those regions affected by a particular Currency Hedging. Some investments issue (e.g., Brexit). Foreign exchange rates also denominated in non-U.S. currencies may not can be extremely volatile. The risks are hedge foreign exchange risk. Accordingly, any particularly significant if the strategy focuses on a hedging of currency exposure that is implemented single country or region, or single group or type of will primarily involve hedging back to the U.S. country. Non-U.S. security trading, settlement, dollar, but in certain circumstances may involve and custodial practices (including those involving other hedging activities. In addition, any currency securities settlement where fund or account hedging strategy used may not successfully limit assets may be released prior to receipt of any foreign exchange risk. payment) may be less developed than those in U.S. markets and may result in increased For Small to Mid-Capitalization Investment investment or valuation risks, increased Strategies counterparty exposure, or substantial delays Stock markets and issuers of small- and mid-cap (including those arising from failed trades or the companies are volatile and can decline insolvency of, or breach of duty by, a non-U.S. significantly in response to adverse issuer, broker-dealer, securities depository, sub- political, regulatory, market, or economic custodian, clearinghouse, or other party) for funds developments. Investments in smaller companies and accounts that invest in non-U.S. markets. may involve greater risks than those in larger, better-known firms. Securities of smaller and For Emerging Markets Strategies medium-sized issuers can perform differently from The securities, derivatives, and currency markets the market as a whole and other types of stocks, of emerging market countries are generally and their securities may be more volatile than smaller, less developed, less liquid, and more those of larger issuers. volatile than those of the United States and other developed markets, and disclosure and regulatory For Fixed Income Investment Strategies standards in many respects are less stringent. The performance of fixed income strategies will There also may be a lower level of monitoring and generally change daily based on changes in regulation of markets in emerging market interest rates and market conditions and in countries, and the activities of investors in such response to other economic, political, or financial markets and enforcement of existing regulations developments. Debt securities are sensitive to may be extremely limited and arbitrary. Emerging changes in interest rates depending on their market countries are more likely to experience maturity and may involve the risk that their prices political uncertainty and instability, including the may decline if interest rates rise; conversely, if risk of war, terrorism, nationalization, limitations interest rates decline, their prices may increase. on the removal of funds or other assets, or Debt securities carry the risk of default, diplomatic developments that affect investments prepayment risk, and inflation risk. Changes in these countries. In many cases, there is a specific to an issuer, such as its financial condition heightened possibility of government control of the or economic environment, can affect the credit economy, expropriation or confiscatory taxation, quality or value of an issuer’s securities. Lower- imposition of withholding taxes on interest quality debt securities (those rated or considered payments, or other similar developments. below investment-grade quality, also referred to as high-yield debt securities) and certain types of For Strategies with Investments That Are other securities are more volatile and speculative Denominated in Non-U.S. Currencies and involve greater risk, due to increased Currency Risks. Investments that are sensitivity to adverse issuer, political, regulatory, denominated in a foreign currency are subject to and market developments, especially in periods of the risk that the value of a particular currency will general economic difficulty. The value of change in relation to one or more other mortgage securities may change due to shifts in currencies. Among the factors that may affect themarket’s perception of issuers and changes in currency values are trade balances, the level of interest rates or regulatory or tax changes.

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For Stable Value Strategies For Investment Strategies That Use Accounts invested in stable value pools and Leverage separately managed accounts are exposed to the The use of leverage may result in a portfolio’s risks that apply broadly to fixed income market exposure exceeding the value of its net investment strategies, including interest rate risk, assets. Leverage increases the return on market risk, issuer risk, default risk, liquidity risk, investments purchased with borrowed funds if the and regulatory risk. Stable value accounts are return on such investments is greater than the subject to additional risks because the strategy cost of borrowing. However, the use of leverage relies, in part, on an investment contract (also exposes the strategy to additional levels of risk, known as a “wrap contract”) issued by a bank or including (i) greater losses from investments than insurance company designed under normal would otherwise have been the case in the circumstances to allow plan participants to absence of such borrowing, (ii) margin calls or transact at their invested balance plus interest. As changes in margin requirements that may force at a result, stable value accounts may incur loss inopportune times and/or at depressed values should the investment contract provider declare premature liquidations of investment positions, bankruptcy or otherwise become insolvent and and (iii) losses on investments, where the unable to meet its obligations under the investment fails to earn a return that equals or investment contract. Participant-directed exceeds the cost of leverage related to such contributions and withdrawals may also have an investments. In the event of a sudden, precipitous adverse effect on the value of the account and drop in value of assets, assets might not be able account crediting rate. A change in law, to be liquidated quickly enough to repay regulation, or accounting rules could disrupt a borrowings, further magnifying the losses incurred stable value account’s objective to preserve by the strategy. capital and provide a steady and positive return. For Strategies Engaging in Securities To discourage investment arbitrage and avoid Lending potentially disruptive cash flows, accounts A pool may lend securities to approved bank or invested in stable value pools and separate broker-dealer borrowers. Securities lending allows accounts may be delayed from making a transfer a pool to retain ownership of the securities loaned, to a competing investment option (e.g., a money and at the same time, potentially earn additional market fund, short-term bond fund, self-directed income. The borrower provides the pool with brokerage account) until the account first directs collateral in an amount at least equal to the value its investment to a non-competing fund for a 90 of the securities loaned. If a borrower defaults on day period or other period time established by its obligation to return the securities loaned FMTC (commonly referred to as an “equity because of insolvency or other reasons, a pool wash”). could experience delays and costs in recovering the securities loaned, and may need to sell the For Investment Strategies That Use collateral and purchase a replacement investment Derivatives in the market. The value of the collateral could Derivatives may be volatile and involve significant decrease below the value of the replacement risk, including, but not limited to, credit risk, investment by the time a replacement investment currency risk, leverage risk, counterparty risk, is purchased, and there is no guarantee the pool liquidity risk, and valuation risk. Using derivatives will be able to purchase the exact securities can disproportionately increase losses and reduce loaned. Cash received as collateral through loan opportunities for gains in certain circumstances. transactions is invested in shares of a Fidelity Derivatives involve leverage because they can Securities Lending Cash Central Fund, as provide investment exposure in an amount described on page 5 above. Securities that are exceeding the initial investment. Leverage can loaned, as well as cash collateral invested in the magnify investment risks and cause losses to be Securities Lending Cash Central Fund, are realized more quickly. A small change in the subject to market appreciation or depreciation.To underlying asset, instrument, or index can lead to the extent an FMTC pool engages in securities a significant loss. Assets segregated to cover lending, this will be reflected in the pool’s these transactions may decline in value and are Declaration of Separate Fund and the financial not available to meet redemptions. Government report. legislation or regulation could affect the use of these transactions and could limit the ability to pursue such investment strategies.

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Investment Strategies That Utilize Short operational, or legal reason for them to be Selling different, outcomes may differ based on factors Strategies that utilize short selling are subject to such as management fee differentials, asset size, the risk of additional volatility and decreased cash flow differentials, investment opportunities, liquidity. Potential losses from an uncovered short and differences in how the product is supported position in an equity security are unlimited. Losses operationally. could occur if short sales were poorly correlated with the strategy’s other investments, or if the For ESG Strategies manager was unable to liquidate its positions Investing based on environmental, social and because the market for securities subject to short corporate governance (“ESG”) factors may cause sales is or becomes illiquid. Short sales may be a strategy to forgo certain investment restricted in response to market events and/or opportunities available to strategies that do not regulation. Furthermore, additional costs may be use such criteria. Because of the subjective incurred in connection with short sale nature of ESG investing, there can be no transactions, and the ability to continue to borrow guarantee that ESG criteria used by FMTC or its a security is not guaranteed. Such restrictions and affiliates in its ESG strategies will reflect the costs may prevent the full implementation of such beliefs or values of any particular client. investment strategies and may have a material Additionally, FMTC or its affiliates must rely upon adverse effect on them. ESG-related information and data obtained through third-party reporting that may be For Investment Strategies That Use incomplete or inaccurate, which could result in Quantitative Investing FMTC or its affiliates imprecisely evaluating an As a result of the factors used in the quantitative issuer’s practices with respect to ESG factors. analysis, the weight placed on each factor, and changes in the factor’s historical trends, securities For Sector-Specific Strategies selected using quantitative analysis can perform Strategies that invest in a particular sector may differently from the market as a whole or from not be widely diversified among a wide range of securities selected using only fundamental industries, sectors, issuers, geographic areas, analysis. The factors used in quantitative analysis capitalizations, or types of securities.. Accordingly, and the weight placed on those factors may not sector strategies may be subject to more rapid be predictive of a security’s value. If the factors change in value than otherwise. that affect a security’s value change over time and are not adequately reflected in the quantitative Disciplinary Information model, the strategy may fail to achieve its investment objective. There are no legal or disciplinary events that are material to the evaluation of FMTC’s asset management business or the integrity of its For Relative Value Strategies management. Relative value strategies generally take long positions in securities believed to be undervalued and short or underweight positions in securities Other Financial Industry Activities and believed to be overvalued. In the event that the Affiliations perceived mispricing underlying a strategy’s Certain of FMTC’s management persons are trading positions were to fail to converge toward, registered representatives of an affiliated or were to diverge further from, expectations, the registered broker-dealer, and certain of FMTC’s strategy might incur a loss. products may be distributed through personnel who are registered representatives of an affiliated For Strategies Modeled After a Fidelity broker-dealer. Mutual Fund Product Strategies that are modeled after certain Fidelity Broker-Dealers mutual funds, including commingled pools or FMTC has relationships or arrangements with the separate accounts for institutional retirement following broker-dealers: investors, may perform differently than the mutual fund after which they are modeled. While Fidelity Global Brokerage Group, Inc., a wholly investment decisions between the mutual fund owned subsidiary of FMR LLC, wholly owns five and the FMTC product that it models are intended broker-dealers, Fidelity Brokerage Services LLC, to be the same unless there is a business, National Financial Services LLC, Fidelity

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Distributors Company LLC, Fidelity Prime solicits intermediaries, institutions and Financing, LLC, and Digital Brokerage Services governmental entities who are interested in LLC and also has an equity interest in eBX LLC purchasing investment advisory services directly (eBX), a holding company and a registered or for their clients. FDC LLC is a registered broker-dealer under the Securities Exchange Act broker-dealer under the Exchange Act. of 1934, as amended (the “Exchange Act”), which was formed for the purpose of developing, National Financial Services LLC (NFS) is a owning, and operating an alternative trading registered broker-dealer under the Exchange Act system, the “Level ATS.” Transactions for clients and is a fully disclosed clearing broker-dealer. As of FMTC, other affiliates of FMTC, or other entities such, NFS provides clearing, settlement and for which FMTC or its affiliates serve as adviser or execution services for other broker dealers, sub-adviser or provide discretionary trading including its affilate, Fidelity Brokerage Services. services, as well as clients of FMTC affiliates, are Fidelity Capital Markets (FCM) is a division of executed through the Level ATS. Such NFS which provides trade executions for FMTC transactions present a conflict of interest as FMTC and other advisory clients. has an incentive to direct transactions to its affiliate. Please see a discussion of FMTC’s Additionally, FCM operates CrossStream, an brokerage and trading policies in the “Brokerage alternative trading system that allows orders Practices” section for more information. FMTC submitted by its subscribers to be crossed against disclaims that it is a related person of eBX. orders submitted by other subscribers. CrossStream is used to execute transactions for Fidelity Brokerage Services LLC (FBS), a FMTC or FMTC’s affiliates’ investment company wholly owned subsidiary of Fidelity Global and other advisory clients. NFS is also registered Brokerage Group, Inc., is a registered broker- as an investment adviser under the Investment dealer under the Securities Exchange Act of 1934, Advisers Act of 1940 to support FCM’s transition as amended (the “Exchange Act”), and provides management business for ERISA plan . brokerage products and services, including the The NFS registered investment adviser does not sale of shares of investment companies advised have any advisory clients, does not provide by FMR to individuals and institutions, including investment advice and does not receive retirement plans administered by affiliates. compensation for investment advisory services. Pursuant to referral agreements and in some NFS may provide transfer agent or sub transfer cases for compensation, representatives of FBS agent services and other custodial services to may refer customers to various services offered certain of FMTC’s or FMTC’s affiliates’ clients. by FBS’s related persons, and FBS acts as a NFS, doing business as Fidelity Agency Lending, distributor for FMTC’s investment management is the exclusive securities lending agent for products and services. In addition, FBS is the FMTC’s equity commingled pools. NFS is a distributor of insurance products, including wholly-owned subsidiary of Fidelity Global variable annuities, which are issued by FMTC’s Brokerage Group Inc., a holding company that related persons, Fidelity Investments Life provides certain administrative services to NFS Insurance Company (FILI) and Empire Fidelity and other affiliates. Investments Life Insurance Company® (EFILI). FBS provides shareholder services to certain of NFS will receive fees for these services based on FMTC’s or FMTC’s affiliates’ clients. a flat annual fee that is allocated on a pro-rata basis to funds based on the lending revenue Fidelity Distributors Company (FDC LLC), a earned by each that day. A pro-rata portion of the wholly-owned subsidiary of Fidelity Global custodial bank fee to support the movement of the Brokerage Group, Inc., is the principal underwriter security and collateral as loans are initiated and and general distributor of shares in the Fidelity terminated, expressed as a percentage of family of registered, open-end management revenue earned, will be paid by NFS and investment companies and Fidelity exchange- allocated to each fund (the "custodial fee"). NFS' traded funds. FDC LLC markets products such as service fee and custodial fee (collectively, the mutual funds, ETFs, private funds, and "agency fee") is subject to a cap that cannot commingled pools advised by FMR, an affiliate exceed 9.9% of securities lending revenue for thereof, or certain unaffiliated advisers to certain each fund to ensure they always pay a lower third party financial intermediaries and institutional agency fee than they would pay to an unaffiliated investors. On behalf of certain FDC LLC lending agent. investment advisor affiliates, FDC LLC also

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An economic incentive exists for NFS to increase provinces and territories of Canada, a futures the amount of securities out on loan to generate commission merchant in Ontario and Manitoba, a income equal to the daily cap; however, FMR, not derivatives dealer in Quebec and a member of the NFS, determines daily the securities that are Investment Industry Regulatory Organization of eligible to participate in the securities lending Canada. Certain owners of Fidelity Canada program. NFS has established policies and Investors LLC are also employees of FMR LLC. procedures designed to help ensure that the FMTC disclaims that it is a related person of FCC. information NFS receives about the lending accounts in its capacity as securities lending Luminex Trading & Analytics LLC (LTA) is a agent is used solely in connection with the agency registered broker-dealer and alternative trading securities lending program and is not accessed by system, and was formed for the purpose of trading personnel who effect transactions in NFS establishing and operating an electronic execution proprietary accounts or in the accounts of NFS’ utility (the “LTA ATS”) that allows orders other clients. submitted by its subscribers to be crossed against orders submitted by other subscribers. FMR If a borrower in a securities loan defaults, NFS Sakura Holdings, Inc., a wholly owned subsidiary would indemnify a lending account to the extent of FMR LLC, the ultimate parent company of that the collateral deposited by the borrower is FMTC, is the majority owner of LTA. LTA charges insufficient to make the lending account whole, a commission to both sides of each trade which subjects NFS to collateral shortfall risk executed in the LTA ATS. The LTA ATS is used to (“shortfall risk”). Management of the shortfall risk execute transactions for FMTC’s or FMTC’s creates an incentive for NFS to limit the amount of affiliates’ investment company and other advisory securities lending activity NFS conducts on behalf clients. NFS serves as a clearing agent for of the lending accounts, which has the potential to transactions executed in the LTA ATS. reduce the volume of lending opportunities for certain types of loans. FMR has established FMR is authorized to place portfolio transactions policies and procedures that provide for FMR or with FCM and use CrossStream and LTA ATS, its affiliates, as applicable, to compare loans alternative trading systems operated by NFS and entered into by NFS on behalf of the lending LTA, respectively, if it reasonably believes the accounts with opportunities for securities loans quality of the transaction is comparable to what it that NFS passed over. Missed opportunities will would be with other qualified broker-dealers. In be evaluated by FMR or its affiliates, as addition, FMR may place client trades with broker- applicable, and reviewed with NFS. NFS has dealers that use NFS or FCC as a clearing agent. purchased insurance to mitigate shortfall risk. In all cases, transactions executed by affiliated Digital Brokerage Services LLC (“DBS”), a brokers on behalf of investment company clients wholly owned subsidiary of Fidelity Global are effected in accordance with Rule 17e-1 under Brokerage Group Inc., is a registered broker- the 1940 Act, and procedures approved by the dealer under the Exchange Act. DBS operates a Trustees of FMR's clients in the Fidelity group of primarily digital/mobile application-based funds. brokerage platform, which enables retail investors to open brokerage accounts via the mobile FCM and LTA may cross transactions on an application and purchase and sell equity agency basis between clients of FMR or its securities, including shares of investment affiliates, including investment company clients, companies advised by FMR. DBS receives non-investment company clients, and other non- remuneration from FMR for expenses incurred in advisory clients (agency cross transactions), as servicing and marketing FMR products. permitted by applicable rules and regulations. Such transactions will be executed, to the extent Fidelity Clearing Canada ULC (FCC) is engaged required by law, in accordance with (i) Rule in the institutional brokerage business and 206(3)-2 under the Advisers Act, requiring written provides clearing and execution services for other consent, confirmations of transactions and annual brokers. FCC is a wholly owned subsidiary of reporting, and (ii) procedures adopted by the 483A Bay Street Holdings LP, which is a joint Board of Trustees of FMR’s clients in the Fidelity venture majority owned by FIL Limited and group of funds pursuant to Rule 17e-1 under the minority owned by Fidelity Canada Investors LLC. 1940 Act. FCC is a registered investment dealer in all

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Conflicts of interest with respect to the Fidelity Other Investment Advisers mutual funds that arise from dealings with FMTC has relationships or arrangements with the affiliated brokers are governed by various policies following investment advisers. FMTC or its adopted by the Fidelity Funds Boards of Trustees. affiliates provide certain investment management For example, Section 10(f) of the 1940 Act is personnel to, or use the investment management intended to prevent affiliated underwriters from personnel of, certain of the following investment “dumping” undesirable securities on funds or advisers under personnel sharing arrangements otherwise using fund purchases to benefit the or other inter-company arrangements. In addition, underwriting syndicate. In accordance with Rule FMTC or its affiliates may provide certain 10f-3, the Fidelity Funds Boards of Trustees have administrative services to certain of the following adopted procedures by which the funds may investment advisers, including, but not limited to, purchase securities in offerings for which FCM securities and derivatives trade execution, acts as a principal underwriter, provided that investment compliance and proxy voting. certain conditions are satisfied. FMR reports quarterly to the Board any purchases by the funds Fidelity Management & Research Company in such offerings. Additionally, Section 17(a) LLC (FMR LLC) is a wholly owned subsidiary of prevents affiliated brokers on their own behalf FMR LLC and a registered investment adviser from selling securities to or buying securities from under the Advisers Act. FMR principally provides the funds, except to the extent allowed by law, to portfolio management services as an adviser or prevent those affiliated brokers from taking sub-adviser to registered investment companies. advantage of the funds. The Fidelity Funds FMR or its affiliates provide portfolio management Boards of Trustees have adopted policies and services to certain of FMTC’s pools. FMR or its procedures preventing affiliated brokers from affiliates provide certain administrative services to engaging in such transactions, except to the FMTC and its affiliates, including, but not limited extent allowed by law. Furthermore, Section 17(e) to, securities execution, investment compliance, prevents affiliated brokers from charging and proxy voting. excessive fees for transactions on behalf of the funds. Under Rule 17e-1, affiliated brokers may FIAM LLC ("FIAM") is a wholly-owned subsidiary receive a “usual and customary brokerage of FIAM Holdings LLC, which in turn is wholly- commission” in connection with transactions owned by FMR LLC, and provides investment effected on a securities exchange, and the Rule management services, including sub-advisory 17e-1 procedures adopted by the Fidelity Funds services to FMR or its affiliates. FIAM LLC also Boards of Trustees ensure that the fees do not provides non-discretionary investment advice to exceed the usual and customary requirements. In its affiliate, FIWA, in connection with the provision addition, FMTC has adopted various policies and of Fidelity Advisor SMAs. FIAM is a registered procedures to address provisions of and investment adviser under the Advisers Act. FIAM prohibitions under the Adviser’s Act and ERISA is also registered with the Central Bank of Ireland. (where applicable) with respect to potential conflicts of interest and self dealing. Fidelity Personal and Workplace Investors LLC (FPWA), a wholly owned subsidiary of Trades may be executed through alternative Fidelity Advisory Holdings LLC, which in turn is trading systems or national securities exchanges wholly owned by FMR LLC, is a registered in which FMR or its affiliates have an interest. Any investment adviser under the Advisers Act. FPWA decision to execute a trade through an alternative provides non-discretionary investment trading system or exchange in which FMR or its management services and serves as the sponsor affiliates have an interest would be made in to investment advisory program and acts as sub- accordance with applicable law, including best adviser to FPWA in providing discretionary execution obligations. For trades placed on such a portfolio management services to certain FPWA system or exchange, not limited to ones in which client accounts. FMR or its affiliates may have an ownership interest, FMR or its affiliates may benefit in the Fidelity Institutional Wealth Adviser LLC form of increased valuation(s) of its equity (FIWA), a wholly-owned subsidiary of FMR LLC, interest, where it has an ownership interest, or is a registered investment adviser under the other remuneration, including rebates. Advisers Act. FIWA provides non-discretionary investment advice to third-party financial

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institutions in connection with the provisions of other affiliated or unaffiliated advisers. FMTC model asset allocation protfolios (“Fidelity Model disclaims that it is a related person of FIL. Portfolis”) and model-delivered separately managed accounts (“Fidelity Advisor Separately Fidelity Management & Research (Japan) Managed Accounts” or Fidelity Advisor SMAs”). Limited (FMR Japan), a direct wholly owned FIWA also sponsors the Fidelity Managed subsidiary of FMR, is a registered investment Account XchangeSM program (“FMAX”). adviser under the Advisers Act, and has been authorized by the Japan Financial Services Strategic Advisers, LLC (Strategic Advisers), is Agency (Kanto Local Bureau) to provide a wholly owned subsidiary of Fidelity Advisory investment advisory and discretionary investment Holdings LLC, which in turn is wholly owned by management services. FMR (Japan) provides FMR LLC, is a registered investment adviser investment advisory and portfolio management under the Advisers Act. Strategic Advisers services as a sub-adviser to certain of FMTC’s provides discretionary and non-discretionary clients and/or pools, FMR (Japan) supplies investment management services and acts as the investment research and investment advisory investment manager to registered investment information and provides discretionary investment companies that invest in affiliated and unaffiliated management services to certain clients of FMR funds and various retail accounts, including and its affiliates, including investment companies separately managed accounts. Strategic Advisers in the Fidelity group of funds; to FMTC and its acts as sub-adviser to FPWA in providing affiliates; and to clients of other affiliated and discretionary portfolio management services to unaffiliated advisers. certain FPWA client accounts, and assists FPWA in evaluating other sub-advisers. FMTC may Fidelity Management & Research (Hong Kong) serve as trustee or custodian to retirement Limited (FMR (Hong Kong)), a wholly owned accounts that receive investment management subsidiary of FMR, is a registered investment services from Strategic Advisers. Strategic adviser under the Advisers Act, and has been Advisers provides certain model portfolio services authorized by the Hong Kong Securities & Futures to FIAM LLC in connection with the Fidelity Model Commission to advise on securities, advise on Portfolios and FIAM LLC compensates Strategic futures contracts, provide asset management Advisers for such services services, and conduct trading services. FMR (Hong Kong) provides investment advisory or FMR Investment Management (UK) Limited portfolio management services as an adviser or (FMRIM (UK)), an indirect wholly owned sub-adviser to certain of FMTC’s clients and/or subsidiary of FMR, is registered as an investment pools, to clients of FMR, including investment adviser under the Advisers Act and has been companies in the Fidelity group of funds, and for authorized by the U.K. Financial Conduct clients of other affiliated and unaffiliated advisers. Authority to provide investment advisory and FMR (Hong Kong) also provides trading services portfolio management services. FMRIM (UK) to FMTC and its affiliates. provides investment advisory and portfolio management services as a sub-adviser to certain FMTC or its affiliates provide certain investment of FMTC’s clients and/or pools, and may also management personnel to or use the investment provide trading services to FMR and its affiliates. management personnel of certain of the FMRIM (UK) may provide portfolio management investment advisers noted above and the trust services as an adviser or sub-adviser to clients of companies noted below under personnel sharing other affiliated and unaffiliated advisers. FMRIM arrangements or other inter-company (UK) is also authorized to undertake insurance arrangements. In addition, FMTC or its affiliates mediation as part of its benefits consulting provide certain administrative services to certain business, and is registered with the Central Bank of the foregoing investment advisors, including, of Ireland. but not limited to, securities and derivatives trade execution, investment compliance and proxy FIL Limited (FIL) was incorporated in 1969 and voting. serves as investment manager and adviser to offshore funds and private accounts. FIL may provide portfolio management services as an adviser or a sub-adviser to its clients, or clients of

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Banking, Thrift Institutions, and Trust Fidelity Insurance Agency, Inc., is a wholly Companies owned subsidiary of FMR LLC engaged in the business of selling life insurance and annuity Fidelity Personal Trust Company, FSB (FPTC) products of affiliated and unaffiliated insurance is a federal savings bank that offers companies. services to its customers that include trustee or co-trustee services, custody, principal and income accounting, investment management services, Code of Ethics and Related Policies, and recordkeeping and administration. FPTC is a Participation or Interest in Client wholly owned subsidiary of Fidelity Thrift Holding Transactions, and Personal Trading Company, Inc., which in turn is wholly owned by From time to time, FMTC or its affiliates purchase FMR LLC. or sell for the accounts of clients’ securities in which FMTC’s or its affiliates’ in-house accounts Fidelity Institutional Asset Management Trust (including institutional accounts), affiliates, Company (FIAM TC), a trust company organized directors, officers, or employees have a position, under the laws of the state of New Hampshire, or securities in which FMTC or its affiliates have a provides investment management services material financial interest. FMTC or its affiliates principally for institutional clients including may invest in the same securities or related employee benefit plans, and acts as trustee and securities (e.g., warrants, options, or futures) that investment manager of collective investment FMTC or its affiliates recommend to clients. In trusts. FIAM TC is a wholly owned subsidiary of addition, subject to the procedures discussed FIAM Holdings LLC, which in turn is wholly owned below, FMTC or its affiliates may recommend by FMR LLC. FIAM or its affiliates provide certain securities to clients, or buy or sell securities for administrative services to FIAM TC, including, but client accounts, at or about the same time that not limited to, trade execution, investment FMTC or its affiliates buy or sell the same compliance, and proxy voting. securities for their (or a related person’s) own account. Fidelity Management Trust Company (FMTC), a limited-purpose trust company organized and These situations result, in part, from the breadth operating under the laws of the Commonwealth of of securities purchased by FMTC’s or its affiliates’ Massachusetts, provides nondiscretionary trustee varied clients and the fact that personnel of FMTC and custodial services to employee benefit plans or its affiliates are permitted to invest in securities and IRAs through which individuals invest in for their personal accounts. The conflicts of mutual funds managed by FMR or its affiliates, interest involved in such transactions are and discretionary investment management governed by Fidelity’s Code of Ethics for Personal services to institutional clients, and acts as trustee Investing (the “Code”), which has been adopted and investment manager of collective investment and approved by FMTC’s Board of Directors. The trusts. FMTC is a wholly owned subsidiary of FMR Code applies to all employees of FMTC and its LLC. affiliates (“Advisory Personnel”) and requires that they place the interests of all clients above their Insurance Companies Or Agencies own. The Code establishes securities transactions FMTC is affiliated with the following insurance requirements for all Advisory Personnel and their companies and agencies: covered persons, including their spouses.

Fidelity Investments Life Insurance Company The Code: (i) describes the fiduciary duty (FILI), a wholly owned subsidiary of FMR LLC, is Advisory Personnel have to FMTC clients; (ii) engaged in the distribution and issuance of life requires Advisory Personnel to comply with insurance and annuity products that may offer federal securities laws; (iii) requires Advisory shares of investment companies managed by Personnel to report, and for FMTC or its affiliates affiliates of FMTC. to review, such Advisory Personnel’s and their covered persons’ transactions and holdings Empire Fidelity Investments Life Insurance periodically (core money market funds excepted), ® Company (EFILI) is a wholly owned subsidiary including transactions in mutual funds advised by of FILI and is engaged in the distribution and an affiliate by FMTC and certain other funds; (iv) issuance of life insurance and annuity products to requires Advisory Personnel of FMTC to report residents of New York.

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any violations of the Code to FMTC or its affiliates’ officers, or employees already hold a significant Ethics Office; and (v) requires FMTC or its position for their own account, including positions affiliates to provide each of its Advisory Personnel held indirectly through certain funds or accounts with a copy of the Code and any amendments, managed by FMTC or one of its affiliated and requires Advisory Personnel to acknowledge advisers. Such investments are evaluated in their receipt and understanding of the Code. accordance with applicable laws and regulations, and there may be instances where FMTC or its In addition, the Code: (i) requires Advisory affiliates’ client accounts, including accounts Personnel to move their covered accounts to subadvised by third parties, are prohibited from Fidelity Brokerage Services LLC, unless an participating in offerings of such securities exception has been granted; (ii) requires pre- (including initial public offerings and other clearance of transactions in covered securities; offerings occurring before or after an issuer’s (iii) requires reporting of transactions in covered initial public offering) or acquiring such securities securities on a quarterly basis; (iv) requires in the secondary market. Fidelity has adopted reporting of accounts and holdings of covered policies and procedures and maintains a securities on an annual basis; (v) generally compliance program designed to help manage prohibits purchases or sales by portfolio such actual and potential conflicts of interest. managers of securities that are traded in client accounts within seven days before or after the A conflict of interest situation is also presented trade; (vi) prohibits purchases of securities in when a portfolio manager manages accounts initial public offerings unless an exception has simultaneously when one account has certain been approved; (vii) prohibits investments in performance fee and incentive compensation limited offerings without prior approval; and (viii) arrangements and another account does not. In requires disgorgement of profits from short-term addition, conflicts of interest are also presented transactions unless an exception has been when the account’s orders do not get fully approved. Violations of the Code’s requirements executed due to being aggregated with those of may also result in the imposition of remedial other accounts managed by FMTC and its action. respective affiliates.

The purchase or sale of securities for the The policies described here and elsewhere in this accounts of clients may be restricted in document, including descriptions of Fidelity’s connection with distributions of securities where trade allocation policies, seek to mitigate these FMTC, its affiliates, or their clients are proposing actual and potential conflicts of interest. There can to act as selling shareholder in the distribution. be no assurance, however, that all conflicts have Any such activity is evaluated in accordance with been addressed in all situations. the Exchange Act’s Regulation M, the Investment Company Act of 1940 (the “1940 Act”), ERISA, A portfolio manager may be permitted to invest in and other applicable rules and regulations, and the strategies he or she manages, even if the may result in restrictions on the ability of client strategy is closed to new investors. accounts to purchase or sell in the distribution and/or secondary market. From time to time, From time to time, in connection with its business, FCM, a division of NFS, an affiliated broker-dealer FMTC or its affiliates obtains material non-public of FMTC and its affiliates, acts as a selling agent information. In compliance with applicable laws, or principal underwriter in underwritings of FMTC has adopted policies and procedures that municipal, equity, or other securities that FMTC or prohibit the use of material non-public information its affiliates, recommend to clients. The trustees of by investment professionals or any other FMR’s or its affiliates’ U.S. mutual fund clients employees. In addition, FMTC has implemented a evaluate any such activity, if applicable, by FMTC policy on Business Entertainment and Workplace or its affiliates in accordance with Rule 10f-3 Gifts. This policy is intended to set standards for under the 1940 Act and procedures adopted business entertainment and gifts and help pursuant to Rule 10f-3. employees make sound decisions with respect to these activities to help ensure that the interests of Conflicts of interest may arise where a portfolio FMTC’s clients come first. Similarly, to support manager considers investing a client account in compliance with applicable “pay to play” rules, securities of an issuer in which FMTC, its affiliates FMTC has implemented a Political Contributions or their (or their clients’) respective directors, and Activity policy that requires employees to pre-

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clear political contributions and activity. FMTC that are investment companies registered under also has a policy regarding commercial bribery the 1940 Act, procedures adopted by the board of and bribery of government officials that prohibits trustees of such clients pursuant to Rule 17e-1 directly or indirectly giving, offering, authorizing, under the 1940 Act; and (iii) ERISA and applicable promising, accepting, or receiving any bribe, exemptions when necessary. In addition, FMTC or facilitation payments, kickback, or payoff (whether its affiliates may also place trades with broker- in cash or any other form) with the intent to dealers that use NFS or FCC as a clearing agent. improperly obtain or retain business or any improper advantage. Transactions Among Clients FMTC or its affiliates execute transactions Brokerage Practices between clients of FMTC or its affiliates, including investment company clients, non-investment Selection of Brokers and Dealers to Effect company clients, and other non-advisory clients. Client Transactions When effecting such cross transactions, FMTC or FMTC or its affiliates generally have authority to its affiliates are presented with conflicting divisions select brokers (whether acting as a broker or a of loyalties and responsibilities regarding both dealer) to place or execute clients’ portfolio parties to such transactions. Such cross transactions. FMTC or its affiliates may be transactions will be executed in accordance with responsible for the placement of portfolio applicable law, and policies or procedures. When transactions for certain client accounts for which FMTC or its affiliates engage in adviser cross an affiliate or related person has investment transactions, where FMTC or its affiliates directly discretion. In selecting a broker or dealer for a effect an agency transaction between advisory specific securities transaction, FMTC or its clients without involving a broker, FMTC or its affiliates evaluate a variety of criteria and use affiliates will receive no compensation (other than good faith judgment in seeking to obtain execution its advisory fee), directly or indirectly, for the of portfolio securities transactions at commissions agency transaction. or costs that are reasonable in relation to the brokerage and research services provided, where In selecting securities broker-dealers (“brokers”), allowed under applicable law. In addition, FMTC including affiliates of FMTC, to execute client and its affiliates may only choose brokers or portfolio securities transactions, FMTC or its dealers that are approved counterparties. Before affiliates consider the factors they deem relevant a counterparty can establish a relationship with in the context of a particular trade and in regard to FMTC or its affiliates, the counterparty must meet FMTC’s or its affiliates’ overall responsibilities with minimum counterparty standards. respect to the account and other investment accounts, including any instructions from the Transactions with Certain Brokers client’s portfolio manager, which may emphasize, FMTC or its affiliates may be authorized to place for example, speed of execution over other portfolio transactions with Fidelity Capital Markets, factors. Based on the factors considered, FMTC (“FCM”), a division of NFS, an affiliated broker- or its affiliates may choose to execute an order dealer of FMTC and its affiliates, or with other using electronic channels, including broker- broker-dealers with which they are under common sponsored algorithms and internal crossing, or by control, and to use CrossStream and LTA ATS, verbally working an order with one or more alternative trading systems operated by NFS and brokers. Other possibly relevant factors include, LTA, respectively, if they reasonably believe the but are not limited to, the following: price; costs; quality of the transaction is comparable to what it the size, nature, and type of the order; the speed would be with other qualified broker-dealers. With of execution, and reputation of the broker; broker respect to client trades that are executed by specific considerations (e.g., not all brokers may FMTC’s affiliates, FMTC and such affiliates seek be able to execute all types of trades); broker to ensure that the trade execution obtained is willingness to commit capital; the nature and comparable to that of unaffiliated brokers and that characteristics of the markets in which the security the continued use of such affiliate is appropriate. may be traded; the trader’s assessment of Such transactions will, to the extent applicable, be whether and how closely the broker likely will executed in accordance with applicable law, follow the trader’s instructions to the broker; including (i) Rule 206(3)-2 under the Advisers Act, confidentiality and the potential for leakage; the requiring written consent, confirmations of nature or existence of post-trade clearing, transactions, and annual reporting; (ii) for clients settlement, custody, and currency convertibility

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mechanisms; and the provision of brokerage and foreign currency transactions with foreign research products and services, if applicable and currency dealers. where allowed by law. Identification and Resolution of In seeking best qualitative execution for portfolio Investment Errors securities transactions, FMTC and/or its affiliates FMTC and its affiliates maintain policies that select a broker that uses a trading method, address the identification and correction of including , for which the broker investment errors consistent with applicable charges a higher commission than its lowest standards of care and, as applicable, clients’ available commission rate. FMTC and/or its investment management agreements. To the affiliates also may select a broker that charges extent that an error occurs, the policy is to identify more than the lowest commission rate available and resolve the error as promptly as possible. from another broker. FMTC and/or its affiliates FMTC and its affiliates will address and resolve may execute an entire securities transaction with errors on a case-by-case basis, in its discretion, a broker and allocate all or a portion of the based on each error’s facts and circumstances. transaction and/or related commissions to a FMTC is not obligated to follow any single method second broker in limited situations. In these of resolving errors. situations, the commission rate paid to the second broker may be higher than the commission rate An incident is any occurrence or event that paid to the executing broker. For futures interrupts normal investment-related activities or transactions, the selection of a futures that may deviate from applicable law, the terms of commission merchant is generally based on the an investment management agreement, or overall quality of execution and other services applicable internal or external policies or provided by the futures commission merchant. procedures. Incidents can occur at FMTC or at FMTC and/or its affiliates may choose to execute one of FMTC’s service providers, and can be futures transactions electronically. identified by any of the same.

FMTC and certain of its affiliates share trading The determination of whether an incident facilities to execute the trades for their respective constitutes an error is based on the relevant facts clients. As a result, an affiliate of FMTC may, from and circumstances of each incident considered in time to time, execute a transaction on behalf of light of the applicable standard of care. Errors one of its accounts that may have an adverse include, without limitation: (i) purchases or sales effect on the terms of other transactions that exceed the amount of securities intended to subsequently executed by FMTC or FMTC’s trade for a pool or account; (ii) the purchase (or affiliate on behalf of a FMTC account (e.g., when sale) of a security when it should have been sold a purchase on behalf of an account managed by (or purchased); (iii) the purchase or sale of a an affiliate of FMTC increases the value of a security not intended for the pool or account, or security subsequently purchased by a client of not in conformity with an account’s investment FMTC, or when a sale by an account managed by guidelines; and (iv) incorrect allocations of trades. an affiliate of FMTC lowers the sale price received and subsequent sale by a client of FMTC). Situations that generally would be considered to Because of regulatory and prudential limits on be incidents but not errors include, without aggregate ownership of certain securities by limitation, (i) failure by a portfolio manager to FMTC and its affiliates, purchases of such provide timely notification of an incorrect purchase securities by FMTC clients may be limited. of a security although the security purchased was appropriate for the account; (ii) passive or active If FMTC grants investment management authority breach of an internal or account-level limit; (iii) to a sub-adviser, that sub-adviser will be failure to update a portfolio manager in a timely authorized to provide the services described in the manner regarding an increase in shares sub-advisory agreement, and generally will do so outstanding or additional room to buy for a in accordance with applicable law and the sub- security that had been at an aggregate limit; and advisers’ policies, which may differ from FMTC’s (iv) external events, such as securities exchange and its affiliates’ policies. To facilitate trade outages. Other situations that result from failures settlement and related activities in non-securities in internal processes, people or systems, such as transactions, FMTC or its affiliates may effect spot other routine processing errors or major systems

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failures, may be deemed to be incidents and not incidents deemed not to be errors and non- errors depending on the facts and circumstances. compensable errors to the appropriate Committee For example, computer, communications, data of the FMTC Board. Investment errors are processing, networks, backup, business continuity reported to the relevant Committee of the FMTC or other operating, information or technology Board. systems, including those FMTC or its affiliates outsources to other providers, may fail to operate When FMTC determines that reimbursement is properly or become disabled, overloaded or appropriate, the account will be compensated as damaged as a result of a number of factors. determined in good faith by FMTC. Resolution of These factors could include events that are wholly errors includes, but is not limited to, permitting or partially beyond FMTC’s or its affiliate’s control client accounts to retain gains or reimbursing and may have a negative impact on Fidelity’s client accounts for losses resulting from the error. ability to conduct business activities. Though The calculation of the amount of any loss will losses arising from operating, information or depend on the facts and circumstances of the technology systems failures could adversely affect error, and the methodology used by FMTC may a client account’s performance, such losses would vary. Unless prohibited by applicable regulation or likely not be reimbursable under FMTC’s policies. a specific agreement with the client, FMTC will net a client’s gains and losses from the error or a Additionally, incidents involving fund monitoring or series of related errors with the same root cause aggregate monitoring compliance violations may and compensate the client for the net loss. In or may not be deemed by FMTC to be errors general, compensation is expected to be limited to depending on the facts and circumstances. For direct monetary losses and will not include any example, an active breach of a client mandate or amounts that FMTC deems to be speculative or regulatory limit (e.g., due to an acquisition of uncertain, nor will it cover investment or other additional securities for an account) may be losses not caused by the error. FMTC may elect deemed to be an error and may be compensable to establish an error account for the resolution of depending on the particular circumstances, but a errors, which could be used depending on the passive breach of such a limit (e.g., due to a facts and circumstances. reduction in the issuer’s outstanding securities) would not be considered an error and would not Investment Research Products and be compensable. Active breaches of issuer or Brokerage Services Furnished by regulatory limits, including poison pill limits, may Research Providers and Brokers be deemed to be errors and may be compensable FMTC and its affiliates have established policies depending on the circumstances, but passive and procedures relating to brokerage commission breaches generally will not. Further, a passive uses in compliance with Section 28(e) of the breach of an aggregate limit on holdings of a Exchange Act, the provisions of the 1940 Act, and security established internally by FMTC and its various interpretations of the staff of the SEC affiliates, and instances where all available thereunder, and with regard to FMRIM (UK), aggregate capacity on a security is not fully where applicable, the revised Markets in Financial utilized, generally is not considered an error and is Instruments Directive in the European Union, not compensable, but an active breach of an commonly referred to as “MiFID II”, as internal aggregate limit may be deemed to be an implemented in the United Kingdom through the error and compensable depending on the Conduct of Business Sourcebook Rules of the UK particular circumstances. To the extent that Financial Conduct Authority (the “FCA”). securities already owned directly or indirectly contribute to certain ownership thresholds being exceeded, FMTC may sell securities held in such accounts to bring account-level and/or aggregate ownership below the relevant threshold. If any such sales result in losses for client accounts, those client accounts may bear such losses depending on the particular circumstances.

FMTC is responsible for notifying, when appropriate, the affected client(s) of an error. FMTC generally will not notify clients about

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For accounts managed outside of European receiving most favorable execution. FMTC’s or its Union, FMTC or its affiliates may execute portfolio affiliates’ expenses likely would be increased if securities transactions with brokers that provide they attempted to generate these additional products and services (as defined in Section 28(e) Research and Brokerage Services through their of the Exchange Act) (“Research and Brokerage own efforts or if they paid for these Research and Services”) that assist them in fulfilling their Brokerage Services with their own resources. investment management responsibilities in FMTC and its affiliates manage the receipt of accordance with applicable law. Research and Research and Brokerage Services and the Brokerage Services that FMTC or its affiliates potential conflicts through their Commission Uses have received during the last fiscal year include, Program. The Commission Uses Program when permissible under applicable law, but are effectively “unbundles” commissions paid to not limited to, economic, industry, company, brokers who provide Research and Brokerage municipal, sovereign (U.S. and non-U.S.), legal, or Services, i.e., commissions consist of an political research reports; market color; company execution commission, which covers the meeting facilitation; compilation of securities execution of the trade (including clearance and prices, earnings, dividends, and similar data; settlement), and a research charge, which is used quotation services, data, information, and other to cover Research and Brokerage Services. services; analytical computer software and Those brokers have client commission services; and investment recommendations. arrangements (each a “CCA”) in place with FMTC FMTC or its affiliates may request that a broker and its affiliates (each of those brokers is referred provide a specific proprietary or third-party to as “CCA brokers”). product or service. Some of these Research and Brokerage Services supplement FMTC’s or its In selecting brokers for executing transactions on affiliates’ own research activities in providing behalf of clients of FMTC and its affiliates, FMTC investment advice to their clients. In addition to receiving these Research and Brokerage Services instructs its trading desks to select brokers and via written reports and computer-delivered execute portfolio transactions on behalf of their services, such reports may also be provided by clients based on the quality of execution and telephone and in person meetings with securities without any consideration of what Research and analysts, corporate and industry spokespersons, Brokerage Services the CCA broker provides. economists, academicians, and government Commissions paid to a CCA broker include both representatives, and others with relevant an execution commission and either credits or professional expertise. transmits the research portion (also known as “soft dollars”) to a CCA pool maintained by each In addition, when permissible under applicable CCA broker. Soft dollar credits (“credits”) law, Research and Brokerage Services include accumulated in CCA pools are used to pay those that assist in the execution, clearing, and research expenses. In some cases, FMTC or its settlement of securities transactions, as well as affiliates request that a broker which is not a party other incidental functions (including, but not to any particular transaction provide a specific limited to, communication services related to trade proprietary or third-party product or service, which execution, order routing and algorithmic trading, would be paid with credits from the CCA pool. The post-trade matching, exchange of messages administration of Research and Brokerage among brokers or dealers, custodians and Services is managed separately from the trading institutions, and the use of electronic confirmation desks, and traders have no responsibility for and affirmation of institutional trades). administering the research program, including the payment for research. FMTC or its affiliates may To the extent permitted by applicable law, from use a third-party aggregator to facilitate payments time to time, certain brokers who execute client to research providers. Where an aggregator is transactions may receive compensation in involved, the aggregator would maintain credits in recognition of their Research and Brokerage an account that is segregated from the Services that is in excess of the amount of aggregator’s proprietary assets and the assets of compensation that other brokers might have its other clients (“segregated account”) and use charged. In addition, an economic incentive exists those credits to pay research providers as for FMTC or its affiliates to select or recommend a instructed by FMTC or its affiliates. Furthermore, broker-dealer based on their interest in receiving where permissible under applicable law, certain of the Research and Brokerage Services, rather than the Research and Brokerage Services that FMTC on FMTC’s or its affiliates’ clients’ interest in or its affiliates receive are furnished by brokers on

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their own initiative, either in connection with a may also benefit other client accounts managed particular transaction or as part of their overall by FMTC or its affiliates, and not every client services. Some of these Research and Brokerage account uses the Research and Brokerage Services may be provided at no additional cost to Services that may have been acquired through FMTC or its affiliates, or might not have an explicit that account’s commissions. In addition, FIL or its cost associated with them. affiliates, if acting as an adviser to certain non U.S. accounts that have been sub-advised to In connection with the allocation of client FMTC or its affiliates, have reimbursed, and may brokerage, FMTC or its affiliates make a good reimburse certain commissions or costs of those faith determination that the compensation paid to clients. brokers and dealers is reasonable in relation to the value of the Research and Brokerage For accounts that are managed within the Services provided to FMTC or its affiliates, viewed European Union or the United Kingdom, FMRIM in terms of the particular client transaction for the (UK) will use research payment accounts client or FMTC’s or its affiliates’ overall (“RPAs”) to cover costs associated with equity responsibilities to that client or other clients for and high income external research that is which FMTC or its affiliates have investment consumed by those accounts in accordance with discretion; however, each Research and MiFID II and FCA regulations. With RPAs, clients Brokerage Service received in connection with a pay for external research through a separate client’s brokerage may not benefit all clients, and research charge that is generally assessed and certain clients may receive the benefit of collected alongside the execution commission1. Research and Brokerage Services obtained with For accounts that use an RPA, FMRIM (UK) will other clients’ commissions. As required under establish a research budget. The budget will be applicable laws, or client policy, commissions set by first grouping accounts by strategy (e.g., generated by certain clients may be used only to asset allocation, blend, growth, etc.), and then obtain certain Research and Brokerage Services. determining what external research is consumed As a result, certain client accounts may pay more to support the strategies and portfolio proportionately of certain types of Research and management services provided within the Brokerage Services that others, while the overall European Union or the United Kingdom. In this amount of Research and Brokerage services paid regard, research budgets are set by research by each client continues to be allocated equitably. needs and are not otherwise linked to the volume Certain non-equity accounts that on rare occasion or value of transactions executed on behalf of the may receive an equity security through an issuer account. For accounts where portions are restructuring or other event and are required or managed both within and outside the European determine to dispose of such equity security, Union, external research may be paid using both subject to applicable law and client policy, may a CCA and an RPA. Determinations of what is trade at execution only rates outside of the eligible research and how costs are allocated will Commission Usage Program. While FMTC or its be made in accordance with FMTC’s and its affiliates may take into account the Research and affiliates’ policies and procedures. Costs for Brokerage Services provided by a broker or research consumed by accounts that use an RPA dealer in determining whether compensation paid will be allocated among the accounts within is reasonable, neither FMTC, its affiliates, nor defined strategies pro rata based on the assets their respective clients incur an obligation to any under management for each account. The broker, dealer, or third party to pay for any research charge paid on behalf of any one Research and Brokerage Services (or portion account that uses an RPA may varyover time. thereof) by generating a specific amount of compensation or otherwise. Typically, for accounts managed by FMTC or its affiliates outside of the European Union or the United 1 The staff of the SEC addressed concerns that reliance on an Kingdom, these Research and Brokerage RPA mechanism to pay for research would be permissible Services assist FMTC or its affiliates in terms of under Section 28(e) of the Exchange Act by indicating that their overall investment responsibilities to a client they would not recommend enforcement against investment or any other client accounts for which FMTC or its advisers who used an RPA to pay for Research and Brokerage Services so long as certain conditions were met. affiliates may have investment discretion. Certain Therefore, references to “research charges” as part of the client accounts may use brokerage commissions RPAmechanism to satisfy MiFID II requirements can be to acquire Research and Brokerage Services that considered "commissions" for Section 28(e) purposes.

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FMRIM (UK) will be responsible for managing the Although FMTC or its affiliates do not use client RPA, and may delegate its administration to a commissions to pay for products or services that third-party administrator for the facilitation of the do not qualify as Research and Brokerage purchase of external research and payments to Services or eligible external research under MiFID research providers. RPA assets will be maintained II and FCA regulations, where allowed by in accounts at a third-party depository institution, applicable law, they may use commission dollars held in the name of FMRIM (UK). FMRIM (UK) will to obtain certain products or services that are not provide to the adviser to certain accounts, and used exclusively in FMTC or its affiliates’ upon request, a summary of: (i) the providers paid investment decision-making process (“mixed-use from the RPA; (ii) the total amount they were paid products or services”). In those circumstances, over a defined period; (iii) the benefits and FMTC or its affiliates will make a good faith effort services received by FMRIM (UK); and (iv) how to evaluate the various benefits and uses to which the total amount spent from the RPA compares to they intend to put the mixed-use product or the research budget set for that period, noting any service, and will pay for that portion of the mixed- rebate or carryover if residual funds remain in the use product or service that does not qualify as RPA. Research and Brokerage Services with hard dollars. Impacted accounts, like those accounts that participate in CCA pools, may make payments to FMTC or its affiliates have arrangements with a broker that include both an execution certain third-party research providers and brokers commission and a research charge, but unlike through whom FMTC or its affiliates effect client CCAs (for which research charges may be trades, whereby FMTC or its affiliates may pay retained by the broker and credited to the CCA, as with account commissions or hard dollars for all or described above), the broker will receive separate a portion of the cost of research products and payments for the execution commission and the services purchased from such research providers research charge and will promptly remit the or brokers. If hard-dollar payments are used, research charge to the RPA. Assets in the RPA FMTC or its affiliates may still cause the client to will be used to satisfy external research costs pay more for execution than the lowest consumed by the accounts. If the costs of paying commission rate available from the broker for external research exceed the amount initially providing research products and services to agreed in relation to accounts in a given strategy, FMTC or its affiliates, or that may be available the adviser may continue to charge those from another broker. FMTC’s or its affiliates’ accounts beyond the initially agreed amount in potential determination to pay for research accordance with MiFID II, continue to acquire products and services separately (e.g., with hard external research for the accounts using its own dollars) is wholly voluntary on FMTC’s or its resources (referred to as “hard dollars”), or cease affiliates’ part and may be extended to additional to purchase external research for those accounts brokers or discontinued with any broker until the next annual research budget. In the event participating in this arrangement. that assets for specific accounts remain in the RPA at the end of a period, they may be rolled If FMTC has engaged a sub-adviser to a FMTC over to the next period to offset next year’s account or a portion of a FMTC account, subject research charges for those accounts or rebated to to applicable law, the sub-adviser's policies will those accounts1. apply to trading for that account. Those policies may differ from FMTC’s policies.If FMTC has Accounts managed by FMRIM (UK) that trade engaged a sub-adviser to a FMTC account or a only fixed income securities will not participate in portion of a FMTC account, subject to applicable RPAs because fixed income securities trade law, the sub-adviser's policies will apply to trading based on spreads rather than commissions, and for that account. Those policies may differ from thus unbundling the execution commission and FMTC’s policies. research charge is impractical. Therefore, FMRIM (UK) have established policies and procedures to Other Considerations and Brokerage ensure that external research that is paid for Arrangements through RPAs is not made available to FMRIM Commission Recapture and Broker Restrictions. (UK) portfolio managers that manage fixed From time to time, FMTC or its affiliates engage in income accounts in any manner inconsistent with brokerage transactions with brokers who are not MiFID II and FCA regulations.

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affiliates of FMTC, who have entered into the process for settling securities transactions in arrangements with FMTC or its affiliates under certain markets (e.g., short settlement periods), in which the broker may rebate a portion of the certain circumstances, spot currency transactions compensation paid by a client account may be effected on behalf of clients by parties (“Commission Recapture Program”). Not all other than FMTC or its affiliates, including clients’ brokers with whom the client account trades have custodian banks (working through subcustodians been asked to participate in brokerage or agents in the relevant non-U.S. jurisdiction) or commission recapture. broker-dealers that executed the related securities transaction. FMTC and its affiliates recommend that clients do not request them to direct client portfolio If FMTC has engaged a sub-adviser to a FMTC transactions to specific brokers. Clients may account or a portion of a FMTC account, subject nonetheless make such requests, and FMTC or to applicable law, the sub-adviser's commission its affiliates may attempt to seek such brokers, recapture and associated policies will apply to subject to FMTC’s or its affiliates attempt to seek trading for that account. These policies may differ quality execution and provided that the broker is from FMTC’s policies. an approved counterparty of FMTC or its affiliates. In seeking to accommodate such directed Trade Allocation Policies brokerage requests, FMTC and/or its affiliates may execute an entire securities transaction with Bunched Trades a broker and allocate all or a portion of the For trades executed on behalf of FMTC clients, it transaction and/or related commissions to a is the practice, when appropriate, to combine, or second broker, where a client does not permit “bunch,” orders of various accounts, including trading with an affiliate of FMTC, or in other those of its clients, its affiliates’ clients (including limited situations. FMTC), and, in certain instances, proprietary accounts, for order entry and execution. Bunched Clients should be aware that if they direct portfolio orders are executed through one or more brokers. transactions to specific brokers, or if clients The allotment of trades among brokers is based restrict trading with specific brokers (for example, on a variety of factors, which include price, order because of affiliations), (a) FMTC or its affiliates size, the time of order, the security, and market may be unable to achieve most favorable activity. A bunched trade executed with a execution of such directed or restricted particular broker is generally allocated pro rata transactions; (b) the client may pay higher among the accounts that are participating in the brokerage commissions on such directed or bunched trade until any account has been filled. restricted transactions because FMTC or its After any account has been filled, the trade is affiliates may be unable to aggregate such allocated pro rata among the remaining accounts. transactions with other orders; and (c) the client Each broker’s execution of a bunched order may may receive less favorable prices on such be at a price different than another broker’s directed or restricted broker transactions. bunched order execution price for the same security. Additionally, as a result of FMTC or its affiliates consider the factors they accommodating the differing arrangements deem relevant in the context of a particular trade regarding the payment for research that is and in regard to FMTC’s or its affiliates’ overall required by MiFID II, clients of a bunched trade responsibilities with respect to the account and may not pay a pro rata share of all costs other investment accounts, including any associated with that bunched trade. instructions from the client’s portfolio manager. FMTC and its affiliates do not receive client Allocation of Trades referrals for such selection. See above for more FMTC and its affiliates have established allocation information. policies for their various accounts (including proprietary accounts) and securities types (e.g., equity, fixed income, and high income) to ensure To facilitate trade settlement and related activities allocations are appropriate given clients’ differing in non-U.S. securities transactions, FMTC or its affiliates may effect spot foreign currency investment objectives and other considerations. transactions with foreign currency dealers or may These policies also apply to initial and secondary engage a third party to do so. Due to local law and offerings, and to investments. When, in FMTC’s or its affiliates’ opinion, the regulation, logistical or operational challenges, or

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supply/demand is insufficient under the allocating high income securities other than bank circumstances to satisfy all outstanding orders, loans. across all securities types, the amount executed generally is distributed among participating Likewise, the equity trade allocation policy accounts based on account net asset size (for generally provides that 100% of an equity purchases) and security position size (for sales), account’s net assets will be taken into account or otherwise according to the allocation policies. when allocating equity securities, but only 1% of a With limited exceptions, the trading systems high income account’s or investment grade bond contain rules that allocate trades on an automated account’s net assets would be taken into account. basis in accordance with these policies. The equity trade allocation policy further provides Generally, any exceptions to FMTC’s and its that certain portfolios that are not managed by the affiliates’ policies (i.e., special allocations) must be equity division, but as part of their principal approved by senior trading and compliance investment strategies or objectives trade common personnel and documented. stock and instruments that trade on the equity desk, would receive an asset measure that is FMTC’s and its affiliates’ trade allocation policies based on the theoretical maximum amount that identify circumstances under which it is each portfolio could invest in securities that trade appropriate to modify or deviate from the general on the equity desk. The equity and high income allocation criteria and describe the alternate trade allocation policies also provide that certain procedures. For allocations based on net assets, multi-asset class portfolios that have the principal the trade allocation policies for equity, fixed investment strategies or objectives that include income, and high income define the method of securities across all asset types will have 100% of calculating net assets to be used depending on their assets taken into account for allocation particular circumstances. The trade allocation purposes when trading on the equity or high policies define net assets generally by reference income trading desks, respectively. to each account’s assets managed by each of the equity, fixed income, or high income divisions, and The equity trade allocation policy allows for by reference to certain security and account certain specialized accounts, such as types, such as high income, investment grade or international, real estate investment, or equity securities and accounts. For example, both convertible securities accounts to receive an the high income and fixed income trade allocation increased allocation by increasing the weighting of policies generally provide that 100% of a high an account’s net assets by a factor of two or four income account’s net assets will be taken into where the securities correlate closely to the account when allocating high income securities, investment objective or focus of the account. but only 1% of an investment-grade bond FMTC and its affiliates utilize standard criteria, account’s or equity account’s net assets may be such as country of risk or country of incorporation, taken into account when allocating high income to determine whether an international security securities to those accounts along with the high correlates to the investment objective or focus of income accounts. Similarly, the fixed income trade the account. Short sale and “buy to cover” allocation policy generally provides that 100% of transactions generally are subject to the same an investment grade bond account’s net assets general allocation criteria as non-short sale will be taken into account when allocating transactions, and thus could experience investment grade bonds, but only 1% of a high significant delays in execution, which could income or equity account’s net assets would be materially impact the performance of accounts taken into account. The high income trade whose strategies rely on short sales. allocation policy also defines net assets similarly for bank loan and real estate accounts when As noted above, the equity, high income, and acquiring bank loan and real estate securities, fixed income trade allocation policies generally respectively. The high income policy generally define net assets by reference to each account’s provides that 100% of a bank loan account’s net assets managed by each of the equity, fixed assets, but only 10% of net assets for other types income, or high income divisions, although what of high income accounts, will be taken into constitutes net assets may differ for certain account when allocating bank loans. Conversely, specialized accounts. For portfolios that raise the high income trade allocation policy generally capital through private offerings, the equity, high provides that only 10% of a bank loan account’s income, and fixed income trade allocation policies net assets will be taken into account when define net assets based on expected, committed,

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and/or funded capital, or a combination thereof, market securities to Treasury-only money market depending upon the stage of the portfolio’s accounts. fundraising process. The high income policy defines net assets for collateralized loan All of the trade allocation policies generally obligation portfolios based on expected and total provide for minimum allocations based on market- market exposure. Additionally, under the fixed defined minimum denominations, or otherwise income trade allocation policy, when defining what may allow increased or decreased allocations (i) constitutes net assets for separately managed to avoid a de minimis allocation, (ii) to round to a account (SMA) clients when trading alongside trading round lot, or (iii) in the case of the high other client accounts, SMAs that follow similar income trade allocation policy, to complete a sale investment strategies may have their assets of all holdings to avoid residual holdings in an grouped into an omnibus trading account, where amount less than a basic unit of trading. Trade that omnibus trading account is treated as a single allocations may also be impacted by various portfolio for allocation purposes. After a retail SMA regulatory requirements depending on where the omnibus trading account receives an allocation of trade is executed and what types of accounts are a purchase or sale of a security or other included in the trade. In such circumstances, investment, such allocation will generally be some accounts may need to be prioritized over further allocated among the SMAs participating in others when supply/demand is insufficient (e.g., the account on a pro rata basis based on the final client accounts receive priority of allocation over order size of each SMA. proprietary accounts). Accounts owned or managed for the benefit of individual employees Alternate allocation methods other than net asset of FMTC or its affiliates or officers or trustees of size (for purchases) and security position size (for various investment products are generally sales) may be employed under certain considered client accounts, subject to applicable circumstances. The equity trade allocation policy law. allows for certain accounts designed to have common investment and trading strategies (e.g., FMTC engages sub-advisers for certain FMTC one portfolio modeled on another portfolio) to accounts. Those accounts or portions of accounts receive allocations that would facilitate keeping will be subject to that sub-adviser‘s trade the portfolios’ holdings proportionately balanced. allocation and associated trading policies, subject The fixed income trade allocation policy allows for to applicable law. As a result, a client’s accounts several alternate allocation methods, in some or portions of accounts may be subject to differing cases only where the portfolio managers of all trade allocation policies as described above. accounts involved in the allocation agree to the use of the alternate method(s). These alternate Significant Cash Flow Policy methods include pro rata allocations based on the size of the accounts’ orders; rotating investment For every cash inflow into a collective investment opportunities among accounts that trade product (“pool”), there is a cost associated with consistently on specific trading desks (e.g., investing that cash. Likewise, there are costs taxable bond desks or money market desks); associated with selling securities in order to meet bunching securities or other investments that may redemption requests. When the size of a flow be deemed to be fungible and then allocating the reaches a certain level, these costs can result in a bunched orders on a series basis so as to keep significant negative impact to thepool’s net asset like securities or other investments grouped value and performance. together; and/or providing a priority allocation for trades the execution of which is contingent on the FMTC employs a process to seek to isolate costs execution of other trades. The fixed income trade associated with clients’ contributions to, or allocation policy also provides for increased or redemptions from, FMTC’s pools to the client that priority allocations for accounts specializing in a generated the activity. Also referred to as an “anti- particular type of security or other investment. dilution policy”, the intent of this process is to These include priority allocations for certain ensure that clients invested in FMTC’s collective accounts for repurchase agreements; increased investment vehicles do not inappropriately bear allocations of municipal securities to single state significant transaction costs related to another municipal money market and bond accounts for investor’s contribution or redemption in the pool. obligations that are tax exempt within their state; This policy will apply to cash flows of clients with a and a priority allocation of U.S. Treasury money common fiduciary resulting from that common

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fiduciary’s direction as if it were one aggregated following restrictions apply to withdrawals from transaction. In this case, each affected client’s each portfolio: individual transaction will be subject to the policy as described below. Participant-Directed Withdrawals (and Exchanges) For each FMTC pool, FMTC establishes a Withdrawals made in order to accommodate transaction cost threshold that FMTC, in its sole distribution to participants under a participating discretion, determines to be material to the pool plan, whether in-service or following termination of (“Materiality Threshold”). The Materiality employment, may be made on any business day. Threshold is established at the strategy level and Withdrawals made in order to accommodate a may be adjusted from time to time by FMTC, and participant-directed exchange to another takes into account, among other things, a investment option under a participating plan may strategy’s expected volatility and potential excess be made on any business day, provided that the returns. FMTC reviews every cash inflow or exchange is not directed into a competing fund outflow of a FMTC pool (other than flows (money market funds, or certain other types of representing daily exchanges, contributions, fixed income funds). Transferred amounts must and/or withdrawals of defined contribution plan be held in a non-competing investment option for participants, and certain fund of funds portfolio 90 days before subsequent transfers to a manager rebalance activities), and determines competing fund can occur. whether the flow is likely to generate substantial costs to other investors in the pool by reviewing Non-Participant-Directed Withdrawals the size of the flow multiplied by estimated trading Withdrawals directed by a plan sponsor must be costs for the pool (an “Impact Determination”). To preceded by twelve (12) months’ written notice to the extent that the Impact Determination indicates the trustee; provided, however, that the trustee that the cash flow exceeds the Materiality may, in its discretion, complete any such plan- Threshold, FMTC will utilize a transition account level withdrawals before the expiration of such or a significant cash flow levy (“SCF levy”) to twelve (12) month period. ensure that existing investors in the pool do not inappropriately bear costs associated with the flow. Should an investor be required to use a Review of Accounts transition account or pay an SCF levy in relation Each portfolio manager of FMTC and any to the purchase or redemption of interests in a applicable investment review group or committee pool, FMTC will provide notice to the investor of reviews the holdings in the funds or accounts for the requirement and all necessary details which they are responsible. Account assignments including, if applicable, an estimate of the SCF are made based on several factors, including the levy amount. FMTC may also recommend that in relevant experience and ability of the portfolio certain cases, a client’s transaction be invested managers, the complexity of the strategies, and prior to receipt of monies on trade date subject to the similarities among strategies assigned to a appropriate terms to seek to limit the transaction’s portfolio manager. A portfolio manager may impact on the pool. manage two or more accounts, and generally the accounts have similar investment objectives and If an investor makes more than one purchase of may draw on research and trading staffs for units or more than one redemption of units within support. If FMTC has delegated advisory services a 25 calendar day period, FMTC may, in its sole to an affiliated sub-adviser, portfolio managers of discretion, aggregate all such purchases or all the affiliated sub-adviser generally follow the such redemptions, as the case may be, for same review guidelines. purposes of either requiring a transition account or assessing an SCF levy. FMTC may amend this FMTC and its affiliates generally apply investment policy at any time in its sole discretion. guidelines consistent with any applicable policies as determined by FMTC or its affiliates, which Limitations on Withdrawals for Stable may include default interpretative guidance or Value Commingled Pools accepted market practice for certain phrases or terminology in the absence of specific and/or As reflected in the Declaration of Separate Fund explicit guidance from a client, in the case of a for each stable value portfolio of the Fidelity separate or subadvised account, or in a collective Group Trust for Employee Benefit Plans, the investment vehicle’s investment guidelines. FMTC

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and its affiliates may, in certain circumstances, Fidelity has established formal written proxy take up to 30 days to fully implement and be in voting guidelines (the “Guidelines”) which are compliance with guidelines for a new separate or designed to ensure that proxies are voted in sub-advised account or collective investment accordance with the best interests of clients, as vehicle, or for certain changes to investment determined in Fidelity’s sole judgment. Fidelity guidelines in the case of an existing account or has adopted these Guidelines as part of its proxy product, unless otherwise agreed to or directed by voting policies and procedures. FMR provides the client. proxy voting services to FMTC and its affiliates.

Clients will receive account statements and Clients may obtain a copy of the Guidelines or a should carefully review those statements. Clients record of how proxies were voted in their account invested in a commingled pool may also obtain by contacting FMTC at the address or phone audited financials of the pool they are invested in number found on the last page of this brochure. at any time, upon request. In evaluating proxies, Fidelity recognizes that Reports to clients may be prepared as FMTC companies can conduct themselves in ways that deems appropriate, or as requested by such have important environmental and social clients, and clients of FMTC and its affiliates may consequences. Fidelity always remains focused receive customized or different reports from other on maximizing long-term shareholder value and clients. also considers potential environmental, social and governance (ESG) impacts. To help the government fight money laundering and the funding of terrorism, federal law requires Fidelity will vote on proposals not specifically FMTC to obtain certain information (e.g., a client’s addressed by the Guidelines based on an name, date of birth, address, and a government- evaluation of a proposal's likelihood to enhance issued ID number) before opening the account, the long-term economic returns or profitability of and to verify the information. In certain the company or to maximize long-term circumstances, FMTC and its affiliates may obtain shareholder value and verify comparable information for any person authorized to make transactions in an account or Proposals Relating to Director Elections beneficial owners of certain entities. Further Fidelity generally will support director nominees in documentation may be required for certain elections where all directors are unopposed entities, such as trusts, estates, corporations, (uncontested elections), except where board partnerships, and other organizations. A client’s composition raises concerns, and/or where a account may be restricted or closed if we cannot director clearly appears to have failed to exercise obtain and verify required information. FMTC is reasonable judgment or otherwise failed to not responsible for any losses or damages sufficiently protect the interests of shareholders. (including, but not limited to, lost opportunities) Fidelity will evaluate board composition and that may result if a client’s account is restricted or generally will oppose the election of certain or all closed. directors if, by way of example: inside or affiliated directors serve on boards that are not composed Client Referrals and Other of a majority of independent directors; there are Compensation no women on the board or if a board of ten or more members has fewer than two women FMTC and its affiliates may compensate affiliates directors; or the director is a public company CEO for client referrals. Discretionary compensation of who sits on more than two unaffiliated public FMTC sales personnel is based in part on their company boards. Fidelity will evaluate board success in raising assets on behalf of FMTC. actions and generally will oppose the election of certain or all directors if, by way of example: the Voting Client Securities director attended fewer than 75% of the total number of meetings of the board and its Proxy Voting committees on which the director served during FMTC or its affiliates (“Fidelity”) generally cast the company's prior fiscal year, absent votes by proxy at shareholder meetings of issuers extenuating circumstances; the company made a in which FMTC invests commingled pools assets, commitment to modify a proposal or practice to and as otherwise authorized by clients.

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conform to these guidelines, and failed to act on compensation; (ii) the alignment of executive that commitment; the company has not compensation and company performance relative adequately addressed concerns communicated by to peers; and (iii) the structure of the Fidelity in the process of discussing executive compensation program, including factors such as compensation; within the last year, and without whether incentive plan metrics are appropriate, shareholder approval, a company's board of rigorous, and transparent; whether the long-term directors or compensation committee has either element of the compensation program is re-priced outstanding options, exchanged evaluated over at least a three-year period; the outstanding options for equity, or tendered cash sensitivity of pay to below-median performance; for outstanding options; or adopted or extended a the amount and nature of non-performance-based golden parachute; the board adopted or extended compensation; the justification and rationale an anti-takeover provision without shareholder behind paying discretionary bonuses; the use of approval. Fidelity generally will support proposals stock ownership guidelines and amount of calling for directors to be elected by a majority of executive stock ownership; and how well votes cast if the proposal permits election by a elements of compensation are disclosed. plurality in the case of contested elections. Fidelity may oppose a majority voting shareholder Proposals Relating to Equity proposal where a company’s board has adopted a Compensation Plans policy requiring the resignation of an incumbent The Guidelines generally oppose equity director who fails to receive the support of a compensation plans or amendments to authorize majority of the votes cast in an uncontested additional shares under such plans if: the election. company grants stock options and equity awards in a given year at a rate higher than a benchmark Fidelity believes that strong management creates rate (“burn rate”) considered appropriate by long-term shareholder value. As a result, Fidelity Fidelity and there were no circumstances specific generally will vote in support of management of to the company or the compensation plans that companies in which the Fidelity Funds’ and other led Fidelity to conclude that the rate of awards is clients’ assets are invested. Fidelity will vote its otherwise acceptable; the plan includes an proxy on a case-by-case basis in a contested evergreen provision, which is a feature that election (where directors are forced to compete provides for an automatic increase in the shares for election against outside director nominees), available for grant under an equity compensation taking into consideration a number of factors, plan on a regular basis; or the plan provides for among others: management’s track record and the acceleration of vesting of equity compensation strategic plan for enhancing shareholder value; even though an actual change in control may not the long-term performance of the company occur. As to stock option plans, considerations compared to its industry peers; and the include the following: the Guidelines that support qualifications of the shareholder’s and the pricing of options should be priced at 100% of management’s nominees. Fidelity will vote for the fair market value on the date they are granted; the outcome they believe has the best prospects for Guidelines generally oppose the pricing of options maximizing shareholder value over the long-term. at a discount to the market, although the price may be as low as 85% of fair market value if the Proposals Relating to Executive discount is expressly granted in lieu of salary or Compensation cash bonus; and the Guidelines generally oppose Fidelity generally will support proposals to ratify the re-pricing of underwater options (options with executive compensation unless such an exercise price that is higher than the current compensation appears misaligned with price of the stock) because it is not consistent with shareholder interests or is otherwise problematic, a policy of offering options as a form of long-term taking into account (i) the actions taken by the compensation. Fidelity also generally opposes a board or compensation committee in the previous stock option plan if the board or compensation year, including whether the company repriced or committee has repriced options outstanding in the exchanged outstanding stock options without past two years without shareholder approval. shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive

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Proposals Relating to Changes in date, or is otherwise unable to timely recall Corporate Control securities on loan. The Guidelines generally oppose measures that are designed to prevent or obstruct corporate Conflicts of Interest takeovers. Such measures include: classified Voting of shares is conducted in a manner boards, “blank check” preferred stock, golden consistent with the best interests of the funds. In parachutes, poison pills, supermajority provisions, other words, securities of a company generally will restricting shareholders’ right to call special be voted in a manner consistent with these meetings or to set board size, and any other guidelines and without regard to any other Fidelity provision that eliminates or limits shareholder companies' business relationships. For example, rights. Fidelity’s affiliates may manage or administer employee benefit plans, or provide brokerage, Proposals Relating to Shareholder Rights underwriting, insurance, or banking services to a The Guidelines generally (i) support simple company whose management is soliciting proxies. majority voting, (ii) oppose cumulative voting, and Fidelity may also have business or personal (iii) oppose new classes of stock with differential relationships with participants in proxy contests, voting rights, subject to evaluation of such corporate directors or candidates for directorships. proposals in the context of their likelihood to Fidelity takes its responsibility to vote shares in enhance long-term economic returns or maximize the best interests of the funds seriously and have long-term shareholder value. implemented policies and procedures to address Proposals Relating to Environmental and actual and potential conflicts of interest. Social Issues Fidelity generally will vote in a manner consistent IPR, which is part of the Fidelity Fund and with management’s recommendation on Investment Operations department, is charged shareholder proposals concerning environmental with administering the Guidelines as agent to or social issues, as they generally believe that facilitate the voting of proxies. IPR votes proxies management and the board are in the best without regard to any other Fidelity companies’ position to determine how to address these business relationships with that portfolio company. matters. In certain cases, however, Fidelity may Like other Fidelity employees, IPR employees support shareholder proposals that request have a fiduciary duty to never place their own additional disclosures from companies regarding personal interest ahead of the interests of fund environmental or social issues, where they believe shareholders. Fidelity employees, including IPR, that the proposed disclosures could provide are instructed to avoid situations that could meaningful information to the investment present even the appearance of a conflict. In the management process without unduly burdening event of a conflict of interest, Fidelity employees the company. For example, Fidelity may support are required to follow the escalation process shareholder proposals calling for reports on included in Fidelity's corporate policy on conflicts sustainability, renewable energy, and of interest. environmental impact issues. Fidelity also may support proposals on issues such as equal Clients may not direct FMTC’s vote if FMTC has employment, and board and workforce diversity. been given proxy voting authority, subject to applicable law. Securities on Loan Securities on loan as of a record date cannot be If FMTC has engaged a sub-adviser, that sub- voted. In certain circumstances, Fidelity may adviser may vote proxies according to its recall a security on loan before record date (for ownproxy voting guidelines for those accounts or example, in a particular contested director election portions of accounts for which the sub-adviser has or a noteworthy merger or acquisition). Generally, been granted such authority. however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record

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Financial Information FMTC is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.

Contact Information For questions regarding your account, please contact your Fidelity representative.

Fidelity Management Trust Company Trust Services & Administration 245 Summer Street TS3S Boston, MA 02110

[email protected]

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Disclosure provided herein is for informational purposes only and is neither a recommendation nor an offer or solicitation to buy or sell any securities. Fidelity Management Trust Company does not provide legal or tax advice. For Institutional Use Only. Portions © 2021 FMR LLC. All rights reserved.

Fidelity Distributors Company LLC, 500 Salem Street, Smithfield, RI 02917 Fidelity Brokerage Services LLC, Member NYSE, SIPC, 900 Salem Street, Smithfield, RI 02917

924858.3.0 1.9891994.102 0621