Fidelity Management & Research Hong Kong Limited

5. Fees and Compensation

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

FMR's mutual fund clients pay FMR or its affiliates 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.

On behalf of certain of FMR's mutual funds, FMR has entered into sub-advisory agreements with certain
affiliated and unaffiliated investment advisers, including FMR (Hong Kong). 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 (Hong Kong) 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 (Hong Kong)’s affiliates
and are instead compensated for their services out of such fees.

FMR (Hong Kong) 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. If non-
discretionary investment advice and research services are provided on behalf of FMR or its affiliates,
FMR (Hong Kong) generally will receive from FMR or its affiliates a sum equal to 110% of all costs and
expenses, exclusive of taxes imposed on income, incurred by FMR (Hong Kong) in the performance of
its investment 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 FMR (Hong Kong) 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. When serving as
a sub-adviser to investment companies managed by FMR, FMR (Hong Kong)’s fee schedule shall in
all circumstances be an amount not less than 110% of FMR (Hong Kong)’s costs and expenses,
exclusive of taxes imposed on income, incurred in rendering such services (except that such fee shall
not exceed FMR’s or its affiliates’ management fee during the relevant period). When serving as a sub-
adviser to investment companies managed by affiliates other than FMR, FMR (Hong Kong)’s basic fee
schedule for discretionary mutual fund portfolio management generally consists of a basis point fee
calculated on each portfolio's assets under management, payable to FMR (Hong Kong).

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

FMR (Hong Kong) 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 (Hong Kong) 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
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7. Types of Clients

FMR (Hong Kong) is wholly owned by FMR, a registered investment adviser. FMR’s clients are
generally mutual funds or other institutional accounts. FMR (Hong Kong) may provide research and
may serve as sub-adviser with respect to equity, high income, money market and fixed income mutual
funds, ETFs and institutional accounts, or portions of mutual funds and institutional accounts, managed
by FMR or affiliated or unaffiliated advisers or other institutions. FMR (Hong Kong) provides research
and serves as an adviser or sub-adviser to various accounts for which FMR (Hong Kong)’s 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. FMR (Hong Kong) is authorized to undertake investment
advisory and asset management business in Hong Kong.

FMR (Hong Kong) and FMR 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).
Other accounts may be considered on a case-by-case basis and may be subject to a minimum asset
amount.