Fidelity Management & Research Company LLC

5. Fees and Compensation

Discretionary Advisory Services
FMR’s mutual fund clients pay FMR a management fee that covers varying services depending on the
fee structure. These structures include: (i) a fluctuating class-level all-inclusive fee rate (with certain
exceptions), with or without a performance fee adjustment or income component; (ii) a fixed class-level
all-inclusive fee rate (with certain exceptions); and (iii) a flat fee rate that excludes class-level expenses.

For certain equity funds that have performance adjustments, the performance adjustment rate is
calculated monthly by comparing the fund’s performance relative to a benchmark over a 36-month
performance period. The maximum annualized performance adjustment rate is generally ±0.20% of the
fund's average net assets over the performance period. The performance adjustment rate is divided by
twelve and multiplied by the fund's average net assets over the performance period, and the resulting
dollar amount is then added to or subtracted from a basic fee.

The management fee arrangements for certain mutual funds consist of a fluctuating class level all-
inclusive fee pursuant to which the management fee may vary by class. The difference in management
fees between classes is the result of separate arrangements for class level services and/or waivers of
certain expenses. It is not the result of any difference in advisory or custodial fees or other expenses
related to the management of a fund’s assets, which do not vary by class.

On behalf of certain of FMR’s mutual funds, FMR has entered into sub-advisory agreements with certain
affiliated and unaffiliated investment advisers. Pursuant to the sub-advisory agreements, FMR, and not
the funds, pays each investment adviser. FMR does not charge a management fee for providing

investment advisory services to certain mutual funds that serve as underlying investment options to
other mutual funds or accounts managed by FMR or other affiliated investment advisers.

The specific rate charged to any particular fund varies based on the application of the management fee
arrangement 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.

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

In the case of investment companies registered under the 1940 Act, both the advisory contract with
FMR and the sub-advisory agreement between FMR and the sub-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. Fees charged to mutual fund and
ETF clients are subject to negotiation prior to the initiation of FMR’s services.

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

Where FMR sub-advises on behalf of other investment advisers, FMR charges a sub-advisory fee
computed as a percentage of assets under management or a percentage of the investment adviser’s
management fee, as negotiated with the investment adviser.

FMR or its affiliates have, from time to time, voluntarily or contractually agreed to reimburse certain of
its mutual fund clients for management fees and other expenses above a specified limit. FMR 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 FMR or its affiliates at any time.

In addition to any management fee payable to FMR, and the costs associated with securities lending,
as applicable, most funds in the Fidelity group of funds or classes thereof, as applicable, pay all fund
expenses that are not assumed by those parties. Most funds pay for the typesetting, printing, and
mailing of their proxy materials to shareholders, legal expenses, and the fees of the custodian, auditor,
and Independent Trustees. Other expenses paid by a fund generally include, as applicable, interest,
taxes, brokerage commissions, Rule 12b-1 fees, the fund's proportionate share of insurance premiums,
and the costs of registering shares under federal securities laws and making necessary filings under

state securities laws. A fund is also liable for such non-recurring expenses as may arise, including costs
of any litigation to which the fund is a party, and any obligation it has to indemnify its officers and
Trustees with respect to litigation. For information regarding FMR’s and its affiliates’ brokerage
...

7. Types of Clients

Discretionary Advisory Services
FMR's clients are principally mutual funds, ETFs, other institutional accounts, including Qualified Tuition
Programs and private funds, and other advisers, both affiliated and unaffiliated. On behalf of other
advisers, FMR sub-advises mutual funds and institutional accounts, and also serves as an adviser or
sub-adviser to various accounts for which FMR’s affiliates have contracted to provide investment
advisory services, including, among others, unit and investment trusts, collective investment trusts, and
investment companies authorized in jurisdictions outside the United States. FMR provides investment
supervisory services on behalf of clients of affiliated or unaffiliated advisers following similar investment
strategies that FMR uses for other clients.

FMR will generally accept only investment company clients, or similar foreign mutual fund clients, and
other institutional account clients, including private fund clients and Qualified Tuition Plans, 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). Other accounts may
be considered on a case-by-case basis and may be subject to a minimum asset amount.

Non-Discretionary Advisory Services
FMR provides non-discretionary investment research services to affiliates of FMR and unaffiliated
investment managers and financial institutions. FMR also provides model portfolio services for FMR’s

affiliates. FMR does not provide any such investment advice directly to FMR affiliates’ institutional
clients or any underlying clients of such institutional clients.