FMR Investment Management (UK) Limited (“FMR UK”) is authorized by the U.K. Financial Conduct
Authority to provide, among other things, investment advisory, asset management, dealing and insurance
intermediation services. FMR UK provides investment advisory and portfolio management services as a
sub-adviser to certain of Fidelity Management & Research Company LLC’s (“FMR”) clients, including
investment companies in the Fidelity family of mutual funds (the “Fidelity Funds” or “Fidelity group of
funds”). FMR UK may provide portfolio management services as an adviser or sub-adviser to clients of
other affiliated and unaffiliated advisers. FMR UK, a subsidiary of Fidelity Management & Research
Company LLC, which itself is a wholly-owned subsidiary of FMR LLC, succeeded to the business of
Fidelity Management & Research (U.K.) Inc. (“FMR (U.K.) Inc.”) in 2015, including FMR (U.K.) Inc.’s
registration with the Securities and Exchange Commission (“SEC”). FMR (U.K.) Inc. had been registered
with the SEC since 1987. FMR UK may also provide other services to affiliated or unaffiliated parties that
may require licensing in the local jurisdiction.
FMR UK provides investment supervisory services, including sub-advisory services, to institutional
accounts, principally investment companies (also referred to as “mutual funds”) registered under the
Investment Company Act of 1940 (the “1940 Act”). FMR UK may provide to certain investment company
and other institutional clients of FMR or its affiliates research, investment advisory, and/or discretionary
asset management services principally relating to securities of issuers located outside of North America,
including in the United Kingdom and elsewhere in Europe. FMR UK or its affiliates provide all necessary
office facilities and personnel for servicing the funds' investments, and pays the salaries and fees of all
officers of the funds, members of the Boards of Trustees who are “interested persons” of the funds, FMR
UK or its affiliates, and all personnel of the funds, FMR UK, or its affiliates who perform services relating
to research, statistical and investment activities. Though FMR UK advises the mutual funds and other
institutional accounts it manages regarding certain commodity interests, FMR UK is not registered as a
commodity pool operator or commodity trading adviser. Certain employees of FMR UK may provide
services or products other than investment advisory services or products to or on behalf of affiliated or
unaffiliated companies.
As part of its non-discretionary advisory services, FMR UK or its affiliates provide investment research
services, which may include written research notes and ratings and portfolio modeling services. FMR UK
or its affiliates may provide this research to other affiliates and unaffiliated investment managers and
financial institutions, in some instances on a delayed basis. In addition, FMR UK or its affiliates, subject to
the supervision of the Board of Trustees of each fund in the Fidelity group of funds, provide the
management and administrative services necessary for the operation of the Fidelity group of funds.
These services include: providing facilities for maintaining each fund’s organization; supervising relations
with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with
the funds; at the direction of the funds, preparing all general shareholder communications and conducting
shareholder relations; at the direction of the funds, maintaining each fund’s records and the registration
and notice filing status of each fund’s shares under federal and state law, respectively; developing
management and shareholder services for each fund; and furnishing reports, evaluations and analyses
on a variety of subjects to the Board of Trustees of each fund in the Fidelity group of funds.
In certain instances,
FMR UK or its affiliates, to the extent permitted by its advisory contracts, delegates
investment discretion over all or a portion of the portfolio to one or more sub-advisers, including FMR
UK’s affiliates and various subsidiaries and affiliates of FIL Limited (“FIL”). If FMR UK or its affiliates
engage FIL or another unaffiliated entity to sub-advise an FMR UK fund or account, or a portion of an
FMR UK fund or account, the sub-adviser’s policies and procedures, including trade allocation and
conflicts of interest, will apply to that fund or account, except for certain fund Board-approved affiliated
transaction policies subject to applicable law. FMR UK has access to investment research on a
substantially delayed basis from various subsidiaries and affiliates of FIL, which are investment advisers
registered with the SEC operating principally in the United Kingdom, Japan and Hong Kong, or
Participating Affiliates (as defined below) of such registered advisors. Certain of FIL’s subsidiaries and
affiliates (including Fidelity Investments Canada ULC (“FIC”)), which are companies not registered with
the SEC (each, a “Participating Affiliate”), have access to information (such as through employees who
work for both a FIL registered adviser and the unregistered FIL subsidiary or affiliate) concerning
securities recommendations for the registered adviser’s U.S. clients. Additionally, each of FMR LLC, the
ultimate parent company of FMR UK, and FIL Limited have contracted on an arms-length basis for the
provision of compliance monitoring and reporting services in their respective jurisdictions. As such, certain
individuals supporting compliance and operations functions will have access to information concerning
securities recommendations for each others' clients. Subsidiaries of FIL Limited also distribute investment
strategies advised by FMR UK and its affiliates outside of the U.S. FMR UK disclaims that it is a related
person of FIL.
In the course of FMR UK’s providing its investment advisory services, a portfolio manager, analyst or
other employee of FMR UK or its affiliates will, from time to time, express views regarding a particular
company, security, industry or market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily represent the views of FMR UK or its
affiliates or any other person in the Fidelity organization. Any such views are subject to change at any
time based upon market or other conditions and FMR UK disclaims any responsibility to update such
views. These views may not be relied on as investment advice and, because investment decisions for an
account managed by FMR UK or its affiliates are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any such account.
FMR UK or its affiliates generally have authority to determine which securities to purchase or sell and the
total amount of such purchases and sales. However, with respect to each discretionary account, FMR
UK’s and its affiliates’ authority is subject to certain limitations, including the applicable investment
objectives, policies and restrictions. These limitations are based on a variety of factors, including
regulatory constraints and policies formally imposed by a client or its governing body (e.g., Board of
Trustees) through, for example, a management agreement. With respect to FMR UK’s registered
investment company clients, many of the applicable investment policies and limitations are set forth in
each client’s registration statement filed with the SEC.
As of December 31, 2023, FMR UK managed $14,663,159,397 of client assets on a discretionary basis.
As of December 31, 2023, FMR UK did not manage any client assets on a non-discretionary basis.