Fidelity Investments Money Management Inc

FEES AND COMPENSATION

The management fee arrangements with most of FIMM’s and its affiliates’ mutual fund clients generally
consist of one or more of the following elements: a group fee rate, an individual fund fee rate, and a
performance adjustment rate. The group fee rate is based on the assets of all of the registered
investment companies for which Fidelity Management & Research Company (“FMR”) serves as advisor,
and the rate decreases as total assets for these registered investment companies increase and vice
versa. An individual fund fee rate is the portion of a fund’s rate that takes into account the relative costs of
executing that individual fund’s investment strategy. The performance adjustment rate is the rate at
which an individual fund’s overall fee rate (i.e., the combined group fee rate and individual fund fee rate)
adjusts based on whether the fund out- or underperforms its benchmark. FIMM generally does not
manage funds or accounts with performance-based fees, and not all of its mutual fund and ETF clients
will have group fee rates or performance adjustment rates (e.g., clients that have flat fees or all-inclusive
fee arrangements).

A generic fee schedule describing these arrangements is provided below:

Fee Schedule*

   Group Fee        +   Individual Fund Fee          +/-   Performance Adjustment (if any)              =    Management Fee

* See individual fund’s or account’s registration statement or offering document for fee schedules specific to the fund or account

The fees of bond and money market (also referred to as “fixed income”) funds generally are fixed fees
based on assets or a combination of a group fee rate and an individual fund fee rate, or fees that vary
both with assets and fund income.

The specific rate charged to any particular fund may vary based on the application of the individual fund
fee rate, group fee rate, and performance adjustment fee, if any. The fee applicable to any fund, along
with its fee schedule, is disclosed in that fund’s registration statement or offering document.

FIMM or its affiliates do not receive a management fee for investment advisory services provided to
certain funds available through fee-based programs offered by FIMM’s affiliates and are instead
compensated for their services out of such fees.

FIMM or its affiliates generally pay the organizational and promotional expenses of mutual funds and
ETFs comprising the Fidelity group of funds. The majority of FIMM’s clients in the Fidelity group of funds
pay all of their other operating expenses. However, certain of FIMM’s clients have “all-inclusive fee”
arrangements or other expense limitation agreements, pursuant to which FIMM or its affiliates pay certain
of the mutual fund’s and ETF’s operating expenses.

FIMM may provide non-discretionary advisory services, primarily in the form of research services, to other
affiliated and unaffiliated investment managers or financial institutions, in some instances on a delayed
basis. With respect to such services, fees are negotiable, paid in arrears, and generally relate to the
amount of assets benefiting from the research or other advisory services.

In the case of investment companies registered under the 1940 Act, both the advisory contract with the
fund’s adviser and the sub-advisory agreement between FIMM and the adviser, if applicable, are subject
to approval by the Board of Trustees, including trustees who are not interested persons (as defined in the
1940 Act) (“Independent Trustees”), of each mutual fund and ETF. The fees for providing these services
are negotiated on an individual basis and may vary significantly among clients. When serving as a sub-
adviser to investment companies managed by FMR, FIMM’s basic fee schedule for discretionary mutual
fund and ETF portfolio management generally consists of a percentage of the management fee (typically
50%) payable by each portfolio to FMR.

Compensation to FIMM or its affiliates is deducted from a registered investment company’s assets and is
payable on a monthly basis in arrears or on such other terms as FIMM and/or its affiliates, and the
particular client, may from time to time agree. When FIMM is serving as a sub-adviser to investment
companies managed by FMR, FMR pays FIMM. Any investment advisory agreement concerning a
registered investment company will terminate within two years of the effective date of the investment
advisory agreement unless renewed by the investment company in a manner permitted by Section 15 of
the 1940 Act. Any such agreement shall also terminate upon assignment or upon sixty (60) days’
advance written notice by any party to the agreement or by the investment company concerned.

For FIMM clients that are not registered investment companies, compensation to FIMM is deducted from
that client’s assets in arrears generally on a monthly basis or at such other time as agreed between FIMM
and/or its affiliates and the particular client. When FIMM is serving as a sub-adviser to clients that are not
registered investment companies, the adviser to those clients may pay FIMM directly. FIMM and/or its
affiliates and the particular client may also agree to other terms of compensation from time to time.

FIMM or its affiliates may, from time to time, voluntarily or contractually agree to reimburse certain of its
mutual fund clients for management fees and other expenses above a specified limit. FIMM or its
affiliates retain the ability to be repaid by such clients if expenses fall below the specified limit prior to the
end of the client fiscal year. Reimbursement arrangements can decrease a fund’s expenses and
enhance its performance. Voluntary reimbursement arrangements may be discontinued by FIMM or its
affiliates at any time.

In addition to any management fee payable to FIMM or its affiliates, and fees payable to the transfer
agent and pricing and bookkeeping agent, most funds in the Fidelity group of funds or classes thereof, as
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TYPES OF CLIENTS

FIMM’s clients are generally mutual funds or other institutional accounts. FIMM generally serves as sub-
adviser to fixed income mutual funds and institutional accounts, and fixed income portions of mutual
funds and institutional accounts, managed by FMR or its affiliates. FIMM may also serve as adviser to
registered fixed income mutual funds and ETFs and may provide investment advisory services to
investment companies, mutual funds or other institutional accounts as sub-adviser for affiliated and
unaffiliated investment managers. FIMM also may serve as an adviser or sub-adviser to various accounts
for which FIMM’s affiliates or FIL, FIL’s subsidiaries or affiliates have contracted to provide investment
advisory services. These accounts include, among others, unit and investment trusts, collective
investment trusts, and investment companies authorized in jurisdictions outside the United States and
Canada. FIMM may provide investment supervisory services on behalf of clients of affiliated or unaffiliated
advisers following similar investment strategies that FIMM uses for another client.

FIMM will generally accept only investment company clients or similar foreign mutual fund clients on a
fully discretionary basis (subject to whatever limitations have been set forth by the client’s or fund’s
investment objectives, policies and restrictions, and as may be imposed by law). To the extent other
accounts would be considered, an initial amount of $5,000,000 would generally be required.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

FIMM may use a variety of methods of security analysis to select investments in managing client assets,
including fundamental analysis (i.e., evaluating each issuer’s financial condition, industry position, and the
market and economic conditions impacting their profitability); quantitative analysis (i.e., mathematical and
statistical modeling); technical analysis (i.e., statistical analysis of market activity); and cyclical analysis
(i.e., evaluating issuers based in part on their sensitivity to business cycles). FIMM may also use general
macro-economic analysis as a component of its security analysis methods, and FIMM may also use
extensive corporate and issuer visits and interviews with company management teams as a source of
information. In addition, to relying on public financial statement information, FIMM may use offering
statements of various municipalities as a source of information, as well as information and analysis
relating to foreign sovereigns and currency markets.

FIMM may use a wide variety of investment strategies in managing client assets according to client
investment objectives, including, but not limited to, investing in: U.S. and non-U.S. issuers; bonds and
other debt securities of all types and repurchase agreements for those securities; compliance with
industry-standard regulatory requirements for money market funds for the quality, maturity, and
diversification of investments; investments across different asset classes, market sectors, maturities, and
countries and regions; FMR’s or its affiliates’ central funds (specialized investment vehicles used by
Fidelity Funds to invest in particular security types or investment disciplines, or for cash management);
margin transactions; and option writing, including covered options, uncovered options or spreading
strategies. Margin may be required in connection with certain client futures and options transactions or in
connection with short sales. FIMM does not engage in the purchase of securities on margin, except it
may do so in connection with clearance and settlement of securities transactions. The extent to which
any of these strategies is used on behalf of any one client is based on that client’s investment objective,
policies and restrictions.

FIMM may engage in cleared and non-cleared swap transactions and swaptions, including interest rate,
total return and credit default swaps; written covered call options; futures transactions, currency spot and
forward trading and other currency related derivatives. In addition, FIMM may engage in securities
lending to parties such as broker-dealers or other institutions. FIMM has established policies for its
clients reasonably designed to ensure that lending opportunities are apportioned appropriately among
them over time. When supply/demand is insufficient to satisfy all eligible clients, lending opportunities are
generally apportioned based on the client’s security position size as a percentage of the client’s net
assets in that particular security.

The strategies presented above pose risks, and many factors affect each fund's or account's
performance. Strategies that pursue fixed-income investments will see values fluctuate in response to
changes in interest rates. All strategies are ultimately affected by impacts to the individual issuers, such
as changes in an issuer's profitability and credit quality, or changes in tax, regulatory, market or economic
developments. Non-diversified funds and accounts that invest in a smaller number of individual issuers
can be more sensitive to these changes. Nearly all funds or accounts are subject to volatility in non-U.S.
markets, either through direct exposure or indirect effects on U.S. markets from events abroad, including
fluctuations in foreign currency exchange rates and, in the case of less-developed markets, currency
illiquidity. Those funds and accounts with investments in emerging and frontier markets are potentially
subject to heightened volatility from greater social, economic, regulatory, and political uncertainties, as
the extent of economic development, political stability, market depth, infrastructure, capitalization, and
regulatory oversight can be less than in more developed markets. Trading, settlement, and custodial
practices (including those involving securities settlement where fund or account assets may be released
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