FMR Investment Management UK 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 UK. 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 UK 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 UK’s affiliates and are instead
compensated for their services out of such fees.

FMR UK 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 UK
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 UK 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 UK 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 UK’s fee schedule shall in all circumstances be an
amount not less than 110% of FMR UK’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 UK’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 UK.

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

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

FMR UK, an indirect wholly owned subsidiary of FMR, is a registered investment adviser. FMR's clients
are generally mutual funds, other institutional accounts, CLOs or other structured credit vehicles. FMR
UK 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
UK provides research and serves as an adviser or sub-adviser to various accounts for which FMR UK
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 UK is authorized to undertake investment business in
the U.K.

FMR UK 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.