Fidelity Management & Research Company LLC (“FMR”), a wholly-owned subsidiary of FMR LLC,
provides investment supervisory services, including sub-advisory services, to Fidelity's family of mutual
funds and exchange-traded funds (the “Fidelity Funds” or the “Fidelity group of funds”), qualified tuition
programs, as defined under Section 529 of the Internal Revenue Code (“Qualified Tuition Programs”),
privately offered unregistered investment funds, separately managed account clients, and various other
institutional accounts. FMR also provides non-discretionary investment advice to its affiliates or to third
parties.
For information about FMR’s role with respect to Fidelity Strategic Disciplines, a separately managed
account program sponsored by Fidelity Personal and Workplace Advisors LLC, an affiliate of FMR, please
see FMR’s Fidelity Strategic Disciplines Form ADV Part 2A brochure.
Fidelity Management & Research Company (“FMR Co.”), a wholly-owned subsidiary of FMR LLC, has
been registered with the Securities and Exchange Commission (“SEC”) since 1971. FMR Co. reorganized
into FMR effective January 1, 2020. This brochure relates to FMR’s provision of discretionary and non-
discretionary advisory services.
Discretionary Advisory Services
FMR provides investment supervisory services, including sub-advisory services, to institutional accounts,
principally open-end investment companies (also referred to as “mutual funds”) and exchange-traded
funds (“ETFs”) registered under the Investment Company Act of 1940 (the “1940 Act”). With regard to the
Fidelity Funds, under the terms of its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of each fund’s Board of Trustees or Directors (as applicable) (each
a “Board of Trustees” and collectively the “Boards of Trustees”), has overall responsibility for directing the
investments of each fund in accordance with its investment objective, policies and restrictions as provided
in its registration statement filed with the SEC. FMR 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 or its affiliates,
and of all personnel of the funds, FMR or its affiliates who perform services relating to research, statistical
and investment activities.
In addition, FMR 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. FMR or its affiliates also provide management and administrative services
to privately offered unregistered investment funds (the “private 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; 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. Though FMR advises the mutual funds, private funds, and other
institutional accounts it manages regarding certain commodity interests, FMR is not registered as a
commodity pool operator or commodity trading adviser.
FMR also provides discretionary portfolio management services for customized separately managed
accounts (“Fidelity Institutional Custom SMAs”) offered by Fidelity Institutional Wealth Adviser LLC
(“FIWA”). In addition, FMR provides discretionary portfolio management services for various investment
advisory programs (“FPWA Program”) offered by FPWA. Discretionary management services provided to
FPWA Program accounts are discussed separately in FMR’s Fidelity Strategic Disciplines Form ADV Part
2A brochure.
In certain instances, FMR, to the extent permitted by its advisory contracts, delegates investment
discretion over all or a portion of a portfolio to one or more sub-advisers, including FMR’s subsidiaries
and affiliates and various subsidiaries and affiliates of FIL Limited (“FIL”). If FMR or its affiliates engage an
unaffiliated entity to sub-advise an FMR fund or account, or a portion of an FMR 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 has access to investment research on a substantially delayed basis from various subsidiaries and
affiliates of FIL (including Fidelity Investments Canada ULC (“FIC”)), 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 advisers. Certain of FIL’s subsidiaries and
affiliates (including 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,
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 and its
affiliates outside of the U.S. FMR disclaims that it is a related person of FIL.
In the course of FMR providing its investment advisory services, a portfolio manager, analyst, or other
employee of FMR 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 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 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 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 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’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, and can cause differences in an account’s holdings or
risk profile. With respect to FMR’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.
With respect to private funds managed by FMR, applicable investment policies and limitations are set
forth in the applicable confidential private placement memorandum provided.
Non-Discretionary Advisory Services
As part of its non-discretionary advisory services, FMR or its affiliates provide investment research
services, which include written research notes, ratings, risk modeling, and portfolio analysis services.
FMR provides this research to other affiliates and unaffiliated investment managers and financial
institutions, in some instances, on a delayed basis.
FMR also provides model portfolios (“Fidelity Model Portfolios”) for use or distribution by FMR’s affiliates,
comprised of, as applicable, individual securities, mutual funds and/or exchange-traded products
(“ETPs”), including exchange-traded funds (“ETFs”), sponsored and managed by FMR or its affiliates
(“Fidelity Model Portfolio Funds”), and certain ETPs managed by unaffiliated investment advisers. The
Fidelity Model Portfolios are provided by FMR’s affiliates to financial institutions such as banks, broker-
dealers and other investment advisers (“Model Portfolio Intermediary(ies)”) for use with such Model
Portfolio Intermediaries’ underlying clients or through a platform provider or are used directly by FMR’s
affiliates to provide discretionary investment advisory services to their clients.
Regulatory Assets Under Management
As of December 31, 2023, FMR managed $3,964,385,404,655 of client assets on a discretionary basis.
As of December 31, 2023, FMR did not manage any client assets on a non-discretionary basis.