Fidelity Management & Research Japan 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.

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, including FMR (Japan). 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 (Japan) 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 (Japan)’s affiliates and are
instead compensated for their services out of such fees.

FMR (Japan) 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 (Japan) 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 (Japan) 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 (Japan) 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 (Japan)'s fee schedule shall in all circumstances be
an amount not less than 110% of FMR (Japan)'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 it affiliates'
management fee during the relevant period). When serving as a sub-adviser to investment companies
managed by affiliates other than FMR, FMR (Japan)'s basic fee schedule for discretionary mutual fund
portfolio management generally consists of a percentage of the management fee (for example, 50%)
payable by each portfolio to FMR (Japan).

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

7. Types of Clients

FMR (Japan) is wholly owned by FMR, a registered investment adviser. FMR's clients are generally
mutual funds or other institutional accounts. FMR (Japan) 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 (Japan) provides research and serves as an
adviser or sub-adviser to various accounts for which FMR (Japan)’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 (Japan) is authorized to undertake advice and discretionary investment management
business in Japan.

FMR (Japan) 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 are subject to a minimum asset amount at
FMR (Japan) or FMR’s discretion.