FMR Co Inc

FEES AND COMPENSATION

Discretionary Advisory Services

The management fee arrangements with most of FMRC’s mutual fund and private fund clients for which
FMRC serves as investment adviser generally consist of an asset-based flat fee or all-inclusive fee
arrangement. FMRC 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 affiliated investment advisers.

The sub-advisory fee arrangement with most of FMRC’s mutual fund clients consists of a portion of the
management fee charged by the affiliated investment adviser. Such management fee typically consists 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 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. Not
all of FMRC’s 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

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 ±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 the basic fee.

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.

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

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

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

FMRC or its affiliates may, from time to time, voluntarily or contractually agree to reimburse certain of its
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TYPES OF CLIENTS

Discretionary Advisory Services

FMRC is wholly-owned by FMR, a registered investment adviser. FMR's clients are generally mutual
funds or other institutional accounts. FMRC generally serves as sub-adviser to equity and high income
mutual funds and institutional accounts, and equity and high income portions of mutual funds and
institutional accounts, managed by FMR. FMRC also serves as adviser to registered equity and high
income funds, funds-of-funds, multi-manager funds, ETFs, Qualified Tuition Programs and private funds.
FMRC provides investment advisory services to investment companies or other institutional accounts as
sub-adviser for affiliated and unaffiliated advisers. FMRC also may serve as an adviser or sub-adviser to
various accounts for which FMRC’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. FMRC may provide investment supervisory services on behalf of clients of affiliated
or unaffiliated advisers following similar investment strategies that FMRC uses for another client.

FMRC will generally accept only investment company clients, or similar foreign mutual fund clients,
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). To the extent other accounts would be considered, an initial amount of
$5,000,000 would generally be required.

Non-Discretionary Advisory Services

FMRC provides non-discretionary investment research services to affiliates of FMRC and unaffiliated
investment managers and financial institutions. In addition, FMRC licenses index methodologies to
affiliated and unaffiliated investment managers. FMRC also provides model portfolio services for FMRC’s
affiliates. FMRC does not provide any such investment advice directly to FMRC affiliates’ institutional
clients or any underlying clients of such institutional clients.

METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS

FMRC 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); cyclical analysis (i.e.,
evaluating issuers based in part on their sensitivity to business cycles); and factor-based analysis (i.e.,
evaluating investment opportunities based on exposure to targeted characteristics). FMRC may also use
general macro-economic analysis as a component of its security analysis methods. In addition to relying
on public financial statement information, FMRC may use extensive corporate visits and interviews with
issuer management teams in conducting research.

FMRC may use a wide variety of investment strategies in managing client assets according to client
investment objectives, including, but not limited to, investing in: stocks and other public and private equity
securities; bonds and other debt securities of all types and repurchase agreements for those securities;
real estate related investments of all types; derivatives, such as index futures, covered and uncovered
options; interest rate, total return and credit default swaps, swaptions, and equity-linked notes; currency
spot and forward trading and other currency related derivatives; other affiliated and unaffiliated
investment funds, including actively-managed and indexed equity, bond and money market funds, and
ETFs; and, 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). FMRC invests in
securities of companies engaged in a variety of economic sectors and industries that are domiciled in the
U.S. and outside the U.S. (in developed, emerging and frontier markets); in stocks with growth or value
characteristics; and in companies with market capitalizations of all sizes. With respect to money market
funds, FMRC observes industry-standard regulatory requirements for money market funds for the quality,
maturity, and diversification of investments. Multi-manager funds are structured so that FMRC can hire
affiliated and unaffiliated sub-advisers to manage sub-portfolios of individual securities, buy and sell
mutual funds and ETFs, including mutual funds and ETFs that are managed by FMRC and/or its affiliates,
and hold all of these securities within one fund.

With respect to strategies that consist of investing in underlying funds, the factors considered when
making an investment may include, but are not limited to, fund performance, a fund manager’s
experience and investment style, fund company infrastructure, and fund characteristics such as expense
ratio, asset size, and portfolio turnover.

FMRC may use a variety of trading approaches to implement its investment strategies, including cash
trading on- and off- exchange, covered short sales, 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. FMRC 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.
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