Securities Act of 1933 Registration No. 002-41839
Investment Company Act of 1940 Registration No. 811-02105
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
[ ] Pre-Effective Amendment No. ______
[X] Post-Effective Amendment No. 555
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
[X] Amendment No. 555
Fidelity Salem Street Trust
(Exact Name of Registrant as Specified in Charter)
245 Summer Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number: 617-563-7000
Cynthia Lo Bessette, Secretary and Chief Legal Officer
245 Summer Street
Boston, Massachusetts 02210
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on May 22, 2023 pursuant to paragraph (a)(1) of Rule 485 at 5:30 p.m. Eastern Time.
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
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![]() 245 Summer Street, Boston, MA 02210
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Contents
Fund Summary |
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Fund Basics |
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Shareholder Information |
Additional Information about the Purchase and Sale of Shares |
Fund Services |
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Appendix |
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Sales Charge Waiver Policies Applied by Certain Intermediaries |
Shareholder fees
(fees paid directly from your investment)
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|||
Class A
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Class I
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Class Z
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Maximum sales charge (load) on purchases (as a % of offering price)
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1.50%
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None
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None
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Maximum contingent deferred sales charge (as a % of the lesser of original purchase price or redemption proceeds)
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NoneA
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None
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None
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Class A
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Class I
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Class Z
|
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Management fee
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0.30%
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0.30%
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0.30%
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Distribution and/or Service (12b-1) fees
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0.15%
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None
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None
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Other expenses
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0.15%
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0.15%
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0.05%
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Total annual operating expenses
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0.60%
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0.45%
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0.35%
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Fee waiver and/or expense reimbursementA
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0.15%
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0.20%
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0.15%
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Total annual operating expenses after fee waiver and/or expense reimbursement
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0.45%
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0.25%
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0.20%
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Class A
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Class I
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Class Z
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||||
1 year
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$
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195
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$
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26
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$
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20
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3 years
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$
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311
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$
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106
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$
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84
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5 years
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$
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452
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$
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214
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$
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168
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10 years
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$
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862
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$
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530
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$
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415
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2013
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2014
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2015
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2016
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2017
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2018
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2019
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2020
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2021
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2022
|
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0.72%
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0.31%
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0.45%
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1.05%
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1.40%
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1.82%
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2.99%
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1.15%
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0.00%
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1.26%
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![]() |
During the periods shown in the chart for Institutional Class:
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Returns
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Quarter ended
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Highest Quarter Return
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1.90%
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June 30, 2020
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Lowest Quarter Return
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-1.04%
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March 31, 2020
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Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
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Overnight Express:
Fidelity Investments
100 Crosby Parkway
Covington, KY 41015
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Electronic Funds Transfer (Fidelity Advisor Money Line®): electronic money movement through the Automated Clearing House
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Wire: electronic money movement through the Federal Reserve wire system
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Automatic Transactions: periodic (automatic) transactions
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Fund Name
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Dividends Paid
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Fidelity® Conservative Income Bond Fund
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Declares daily and pays monthly
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Fund Name
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Capital Gains Paid
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Fidelity® Conservative Income Bond Fund
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October, December
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Fund
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Management Fee Rate
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Fidelity® Conservative Income Bond Fund
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0.30%
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Sales Charges and Concessions - Class A
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|||
Sales Charge
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|||
As a % of
offering
price(a)
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As an
approximate
% of net
amount
invested(a)
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Investment
professional
concession
as % of
offering
price
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Less than $250,000(b)
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1.50%
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1.52%
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1.25%
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$250,000 or more
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None
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None
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finders fee(c)
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Fidelity® Conservative Income Bond Fund Institutional Class
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Years ended August 31,
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2022
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2021
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2020
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2019
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2018
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|||||
Selected Per-Share Data
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||||||||||
Net asset value, beginning of period
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$
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10.05
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$
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10.07
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$
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10.04
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$
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10.04
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$
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10.04
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Income from Investment Operations
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||||||||||
Net investment income (loss) A,B
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.059
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.039
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.156
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.257
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.190
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|||||
Net realized and unrealized gain (loss)
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(.056)
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(.019)
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.031
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- C
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(.004)
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|||||
Total from investment operations
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.003
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.020
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.187
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.257
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.186
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|||||
Distributions from net investment income
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(.061)
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(.038)
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(.157)
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(.257)
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(.186)
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|||||
Distributions from net realized gain
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(.002)
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(.002)
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-
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-
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-
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|||||
Total distributions
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(.063)
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(.040)
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(.157)
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(.257)
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(.186)
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|||||
Net asset value, end of period
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$
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9.99
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$
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10.05
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$
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10.07
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$
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10.04
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$
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10.04
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Total Return D
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.03%
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.20%
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1.88%
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2.59%
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1.87%
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|||||
Ratios to Average Net Assets E,F,B
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||||||||||
Expenses before reductions
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.35%
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.35%
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.35%
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.35%
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.35%
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|||||
Expenses net of fee waivers, if any
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.25%
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.25%
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.25%
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.25%
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.25%
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|||||
Expenses net of all reductions
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.25%
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.25%
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.25%
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.25%
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.25%
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|||||
Net investment income (loss)
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.59%
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.39%
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1.55%
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2.56%
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1.90%
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|||||
Supplemental Data
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||||||||||
Net assets, end of period (000 omitted)
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$
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4,522,064
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$
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5,364,328
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$
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9,362,863
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$
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9,371,991
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$
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7,921,474
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Portfolio turnover rate G
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50%
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62% H
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56%
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36%
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40%
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IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity's control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers' licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
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The SAI, the fund's annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy information about the fund, including the fund's SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC's Public Reference Room.
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Investment Company Act of 1940, File Number(s), 811-02105
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1.9909405.
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AFCV-PRO-0523
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Fund/Class
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Class A
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Class I
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Class Z
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Fidelity® Conservative Income Bond Fund/Fidelity Advisor® Conservative Income Bond Fund
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[____]
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[____]
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[____]
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TABLE OF CONTENTS
Turnover Rates
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2022
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2021
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Fidelity® Conservative Income Bond Fund
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50%
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62%
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Fund
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Regular Broker or Dealer
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Aggregate Value of
Securities Held
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Fidelity® Conservative Income Bond Fund
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Bank of America Corp.
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$
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188,154,752
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Barclays PLC
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$
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132,693,312
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Citigroup, Inc.
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$
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84,492,870
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Deutsche Bank AG
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$
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56,547,127
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Goldman Sachs Group, Inc.
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$
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133,594,058
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JPMorgan Chase & Co.
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$
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146,510,345
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Morgan Stanley
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$
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110,088,924
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Royal Bank of Canada
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$
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123,628,697
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Fund
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Capital Loss Carryforward (CLC)
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Fidelity® Conservative Income Bond Fund
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$
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2,453,592
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COMMITTEE
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NUMBER OF MEETINGS HELD
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Operations Committee
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8
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Audit Committee
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5
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Fair Valuation Committee
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4
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Governance and Nominating Committee
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12
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DOLLAR RANGE OF
FUND SHARES
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Jonathan Chiel
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Abigail P Johnson
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Jennifer Toolin McAuliffe
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Fidelity® Conservative Income Bond Fund
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none
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over $100,000
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none
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AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
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over $100,000
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over $100,000
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over $100,000
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DOLLAR RANGE OF
FUND SHARES
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Elizabeth S Acton
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Ann E Dunwoody
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John Engler
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Robert F Gartland
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Fidelity® Conservative Income Bond Fund
|
none
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none
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none
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none
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AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
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over $100,000
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over $100,000
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over $100,000
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over $100,000
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DOLLAR RANGE OF
FUND SHARES
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Arthur E Johnson
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Michael E Kenneally
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Mark A Murray
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|
Fidelity® Conservative Income Bond Fund
|
none
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none
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none
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AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
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over $100,000
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over $100,000
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over $100,000
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AGGREGATE
COMPENSATION
FROM A FUND
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Elizabeth S Acton
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Laura M Bishop(B)
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Ann E Dunwoody
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John Engler
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||||
Fidelity® Conservative Income Bond Fund(C)
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$
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1,902
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-
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$
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1,694
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$
|
1,688
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TOTAL COMPENSATION
FROM THE FUND COMPLEX(D)
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$
|
563,000
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$
|
184,000
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$
|
502,500
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$
|
496,000
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AGGREGATE
COMPENSATION
FROM A FUND
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Robert F Gartland
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Robert W Helm
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Arthur E Johnson
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Michael E Kenneally
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||||
Fidelity® Conservative Income Bond Fund(C)
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$
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1,915
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$
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1,694
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$
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1,736
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$
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2,091
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TOTAL COMPENSATION
FROM THE FUND COMPLEX(D)
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$
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565,000
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$
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502,500
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$
|
492,500
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$
|
612,500
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AGGREGATE
COMPENSATION
FROM A FUND
|
Mark A Murray
|
Carol J Zierhoffer(E)
|
||||||
Fidelity® Conservative Income Bond Fund(C)
|
$
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1,694
|
-
|
|||||
TOTAL COMPENSATION
FROM THE FUND COMPLEX(D)
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$
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497,500
|
-
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(A) Jonathan Chiel, Abigail P. Johnson, and Jennifer Toolin McAuliffe are interested persons and are compensated by Fidelity.
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(B) Ms. Bishop serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective September 1, 2022.
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(C) Compensation figures include cash and may include amounts elected to be deferred. Certain individuals' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Elizabeth Action, $681; Ann E. Dunwoody, $1,537; Robert Gartland, $1,060; Robert W. Helm, $1,537; and Mark A. Murray, $1,537.
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(D) Reflects compensation received for the calendar year ended December 31, 2022 for 295 funds of 31 trusts (including Fidelity Central Investment Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Elizabeth S. Acton, $120,000; Laura M. Bishop, $73,674; Ann E. Dunwoody, $274,597; John Engler, $274,597; Robert F. Gartland, $180,000; Robert W. Helm, $274,597; and Mark A. Murray, $274,597.
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(E) Ms. Zierhoffer serves as a Member of the Advisory Board of Fidelity Salem Street Trust effective March 1, 2023.
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Fund or Class Name
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Owner Name
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City
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State
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Ownership %
|
Fidelity® Conservative Income Bond Fund - Institutional Class
|
J P MORGAN SECURITIES INC
|
BROOKLYN
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NY
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8.17%
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Fidelity® Conservative Income Bond Fund - Institutional Class
|
STATE OF NEW HAMPSHIRE
|
CONCORD
|
NH
|
6.43%
|
Fund(s)
|
Fiscal
Years
Ended
|
Management
Fees
Paid to
Investment Adviser
|
|
Fidelity® Conservative Income Bond Fund
|
2022
|
$
|
19,883,078
|
2021
|
$
|
24,053,298
|
|
2020
|
$
|
37,148,841
|
Fidelity® Funds' Proxy Voting Guidelines
I. Introduction
These guidelines are intended to help Fidelity's customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity for over 75 years. Our core principles sit at the heart of our voting philosophy; putting our customers' and fund shareholders' long-term interests first and investing in companies that share our approach to creating value over the long-term guides everything we do. Fidelity generally adheres to these guidelines in voting proxies and our Stewardship Principles serve as the foundation for these guidelines. Our evaluation of proxies reflects information from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity maintains the flexibility to vote individual proxies based on our assessment of each situation.
In evaluating proxies, Fidelity considers factors that are financially material to individual companies and investing funds' investment objectives and strategies in support of maximizing long-term shareholder value. This includes considering the company's approach to financial and operational, human, and natural capital and the impact of that approach on the potential future value of the business.
Fidelity will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal's likelihood to enhance the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II. Board of Directors and Corporate Governance
Directors of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders. Fidelity believes that through proxy voting, it can help ensure accountability of management teams and boards of directors, align management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation and board actions affecting shareholders' rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election of Directors
Fidelity will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently protect the interests of shareholders.
Fidelity will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. Inside or affiliated directors serve on boards that are not composed of a majority of independent directors.
2. There are no women on the board or if a board of ten or more members has fewer than two women directors.
3. There are no racially or ethnically diverse directors.
4. The director is a public company CEO who sits on more than two unaffiliated public company boards.
5. The director, other than a CEO, sits on more than five unaffiliated public company boards.
Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during the company's prior fiscal year, absent extenuating circumstances.
2. The company made a commitment to modify a proposal or practice to conform to these guidelines, and failed to act on that commitment.
3. For reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B. Contested Director Elections
On occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies in which the funds' assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into consideration a number of factors, amongst others:
1. Management's track record and strategic plan for enhancing shareholder value;
2. The long-term performance of the company compared to its industry peers; and
3. The qualifications of the shareholder's and management's nominees.
Fidelity will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C. Cumulative Voting Rights
Under cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular (non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the introduction of, and support the elimination of, cumulative voting rights.
D. Classified Boards
A classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally will oppose a board's adoption of a classified board structure and support declassification of existing boards.
E. Independent Chairperson
In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstances.
F. Majority Voting in Director Elections
In general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose a majority voting shareholder proposal where a company's board has adopted a policy requiring the resignation of an incumbent director who fails to receive the support of a majority of the votes cast in an uncontested election.
G. Proxy Access
Proxy access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate directors on a company's proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that include ownership of at least 3% (5% in the case of small-cap companies) of the company's shares outstanding for at least three years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders that may form a nominating group.
H. Indemnification of Directors and Officers
In many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III. Compensation
Incentive compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based on protecting shareholder interests and our historical knowledge of the company and its management.
A. Equity Compensation Plans
Fidelity encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation plans or amendments to authorize additional shares under such plans if:
1. The company grants stock options and equity awards in a given year at a rate higher than a benchmark rate ("burn rate") considered appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude that the rate of awards is otherwise acceptable.
2. The plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under an equity compensation plan on a regular basis.
3. The plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As to stock option plans, considerations include the following:
1. Pricing: We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.
2. Re-pricing: An "out-of-the-money" (or underwater) option has an exercise price that is higher than the current price of the stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options outstanding in the past two years without shareholder approval.
Fidelity generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing, or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B. Employee Stock Purchase Plans
These plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than 85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing "best practices" in that market) of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's stock.
IV. Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned with shareholder interests or is otherwise problematic, taking into account:
- The actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation;
- The alignment of executive compensation and company performance relative to peers; and
- The structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent; whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation Committee
Directors serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity will oppose the election of directors on the compensation committee if:
1.The compensation appears misaligned with shareholder interests or is otherwise problematic and results in concerns with:
a)The alignment of executive compensation and company performance relative to peers; and
b)The structure of the compensation program, including factors outlined above under the section entitled Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote.
2. The company has not adequately addressed concerns communicated by Fidelity in the process of discussing executive compensation.
3. Within the last year, and without shareholder approval, a company's board of directors or compensation committee has either:
a) Re-priced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted or extended a golden parachute.
B. Executive Severance Agreements
Executive severance compensation and benefit arrangements resulting from a termination following a change in control are known as "golden parachutes." Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V. Environmental and Social Issues
Grounded in our Stewardship Principles, these guidelines outline our views on corporate governance. As part of our efforts to maximize long-term shareholder value, we incorporate consideration of human and natural capital issues into our evaluation of a company, particularly if we believe an issue is material to that company and the investing fund's investment objective and strategies.
Fidelity generally considers management's recommendation and current practice when voting on shareholder proposals concerning human and natural capital issues because it generally believes that management and the board are in the best position to determine how to address these matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Fidelity evaluates shareholder proposals concerning natural and human capital topics. To engage and vote more effectively on the growing number of submitted proposals on these topics, we developed a four-point decision-making framework. In general, Fidelity will more likely support proposals that:
•Address a topic that our research has identified as financially material;
•Provide disclosure of new or additional information to investors, improving transparency;
•Provide value to the business or investors by improving the landscape of investment-decision relevant information or contributing to our understanding of a company's processes and governance of the topic in question; and
•Are realistic or practical for the company to comply with.
VI. Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover provisions include:
- classified boards;
- "blank check" preferred stock (whose terms and conditions may be expressly determined by the company's board, for example, with differential voting rights);
- golden parachutes;
- supermajority provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority provision that simply requires more than 50% of shareholders to approve those changes);
- poison pills;
- restricting the right to call special meetings;
- provisions restricting the right of shareholders to set board size; and
- any other provision that eliminates or limits shareholder rights.
A. Shareholders Rights Plans ("poison pills")
Poison pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that may, in fact, be beneficial to shareholders.
Fidelity generally will support a proposal to adopt or extend a poison pill if the proposal:
1. Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2. Is integral to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the poison pill; and
5. Allows the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities, where permissible.
Fidelity generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder Ability to Call a Special Meeting
Fidelity generally will support shareholder proposals regarding shareholders' right to call special meetings if the threshold required to call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder Ability to Act by Written Consent
Fidelity generally will support proposals regarding shareholders' right to act by written consent if the proposals include appropriate mechanisms for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and consents must be solicited from all shareholders.
D. Supermajority Shareholder Vote Requirement
Fidelity generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder interests in companies where there is a substantial or dominant shareholder.
VII. Anti-Takeover Provisions and Director Elections
Fidelity will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision without shareholder approval.
Fidelity will consider supporting the election of directors with respect to poison pills if:
- All of the poison pill's features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison pill is adopted or extended.
- A board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood to enhance long-term economic returns or maximize long-term shareholder value.
VIII. Capital Structure and Incorporation
These guidelines are designed to protect shareholders' value in the companies in which the Fidelity funds invest. To the extent a company's management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests. The guidelines that follow are meant to protect shareholders in these respects.
A. Increases in Common Stock
Fidelity may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity generally will oppose a provision to increase a company's authorized common stock if such increase will result in a total number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In the case of real estate investment trusts (REITs), however, Fidelity will oppose a provision to increase the REIT's authorized common stock if the increase will result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B. Multi-Class Share Structures
Fidelity generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However, Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term shareholder value.
C. Incorporation or Reincorporation in another State or Country
Fidelity generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX. Shares of Fidelity Funds or other non-Fidelity Funds
When a Fidelity fund invests in an underlying Fidelity fund with public shareholders or a non-Fidelity investment company or business development company, Fidelity will generally vote in the same proportion as all other voting shareholders of the underlying fund (this is known as "echo voting"). Fidelity may not vote if "echo voting" is not operationally practical or not permitted under applicable laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent with the recommendation of the Fidelity Series Fund's Board of Trustees on all proposals, except where not permitted under applicable laws and regulations.
X. Foreign Markets
Many Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
In certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI. Securities on Loan
Securities on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for example, in a particular contested director election or a noteworthy merger or acquisition). Generally, however, securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII. Avoiding Conflicts of Interest
Voting of shares is conducted in a manner consistent with the best interests of the Fidelity funds. In other words, securities of a company generally will be voted in a manner consistent with these guidelines and without regard to any other Fidelity companies' business relationships.
Fidelity takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address actual and potential conflicts of interest.
XIII. Conclusion
Since its founding more than 75 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws and the investment guidelines and objectives of each fund.
Fidelity believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
- For a large-capitalization company, burn rate higher than 1.5%.
- For a small-capitalization company, burn rate higher than 2.5%.
- For a micro-capitalization company, burn rate higher than 3.5%.
|
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
|
Security Lending Activities
|
Fund(s)
|
|
Fidelity® Conservative Income Bond Fund(A)
|
||
Gross income from securities lending activities
|
$
|
0
|
Fees paid to securities lending agent from a revenue split
|
$
|
0
|
Administrative fees
|
$
|
0
|
Rebate (paid to borrower)
|
$
|
0
|
Other fees not included in the revenue split (lending agent fees to NFS)
|
$
|
0
|
Aggregate fees/compensation for securities lending activities
|
$
|
0
|
Net income from securities lending activities
|
$
|
0
|
(A) The fund did not lend securities during the year.
|
Fidelity Salem Street Trust
Post-Effective Amendment No. 555
PART C. OTHER INFORMATION
Item 28.
Exhibits
(a)
(1)
(2)
(3)
(4)
(b)
(c)
Not applicable.
(d)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
(39)
(40)
(41)
(42)
(43)
(44)
(45)
(46)
(47)
(48)
(49)
(50)
(51)
(52)
(53)
(54)
(55)
(56)
(57)
(58)
(59)
(60)
(61)
(62)
(63)
(64)
(65)
(66)
(67)
(68)
Management Contract between Fidelity Series Sustainable Investment Grade Bond Fund and Fidelity Management & Research Company LLC, is to be filed by subsequent amendment.
(69)
(70)
(71)
(72)
(73)
(74)
(75)
(76)
(77)
(78)
(79)
(80)
(81)
(82)
(83)
(84)
(85)
(86)
(87)
(88)
(89)
(90)
(91)
(92)
(93)
(94)
(95)
(96)
(97)
(98)
(99)
(100)
(101)
(102)
(103)
(104)
(105)
(106)
(107)
(108)
(109)
(110)
(111)
(112)
(113)
(114)
(115)
(116)
(117)
(118)
(119)
(120)
(121)
(122)
(123)
(124)
(125)
(126)
(127)
(128)
(129)
Schedule B to the Amended and Restated Sub-Advisory Agreement, dated January 1, 2020, between Fidelity Management & Research Company LLC and Fidelity Management & Research (Hong Kong) Limited, on behalf of Fidelity Series Sustainable Investment Grade Bond Fund, is to be filed by subsequent amendment.
(130)
(131)
(132)
(133)
(134)
(135)
(136)
(137)
Schedule B to the Amended and Restated Sub-Advisory Agreement, dated January 1, 2020, between Fidelity Management & Research Company LLC and Fidelity Management & Research (Japan) Limited, on behalf of Fidelity Series Sustainable Investment Grade Bond Fund, is to be filed by subsequent amendment.
(138)
(139)
(140)
(141)
(142)
(143)
(144)
(145)
Schedule B to the Amended and Restated Sub-Advisory Agreement, dated January 1, 2020, between Fidelity Management & Research Company LLC and FMR Investment Management (UK) Limited, on behalf of Fidelity Series Sustainable Investment Grade Bond Fund, is to be filed by subsequent amendment.
(e)
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
(39)
(40)
(41)
(42)
(43)
(44)
(45)
(46)
(47)
(48)
(49)
(50)
(51)
(52)
(53)
(54)
(55)
(56)
(57)
(58)
(59)
(60)
(61)
(62)
(63)
(64)
(65)
(66)
(67)
(68)
General Distribution Agreement between Fidelity Salem Street Trust and Fidelity Distributors Company LLC, on behalf of Fidelity Series Sustainable Investment Grade Bond Fund, is to be filed by subsequent amendment.
(69)
(70)
(71)
(72)
(73)
(74)
(75)
(76)
(77)
(78)
(79)
(80)
(81)
(82)
(83)
(84)
(85)
(86)
(87)
(f)
(g)
(1)
Custodian Agreement, dated January 1, 2007, between The Bank of New York (currently known as The Bank of New York Mellon) and Fidelity Salem Street Trust on behalf of Fidelity Flex U.S. Bond Index Fund, Fidelity Intermediate Bond Fund, Fidelity Intermediate Treasury Bond Index Fund, Fidelity Municipal Bond Index Fund, Fidelity Municipal Core Plus Bond Fund, Fidelity Municipal Income 2023 Fund, Fidelity Municipal Income 2025 Fund, Fidelity SAI International Credit Fund, Fidelity SAI International Index Fund, Fidelity SAI Investment Grade Securitized Fund, Fidelity SAI Low Duration Income Fund, Fidelity SAI Municipal Bond Index Fund, Fidelity SAI Municipal Income Fund, Fidelity SAI Municipal Money Market Fund, Fidelity SAI Short-Term Bond Fund, Fidelity SAI Small-Mid Cap 500 Index Fund, Fidelity SAI Sustainable Conservative Income Municipal Bond Fund, Fidelity SAI Sustainable Core Plus Bond Fund, Fidelity SAI Sustainable Municipal Income Fund, Fidelity SAI Tax-Free Bond Fund, Fidelity SAI U.S. Low Volatility Index Fund, Fidelity SAI U.S. Treasury Bond Index Fund, Fidelity Series Government Money Market Fund, Fidelity Series Investment Grade Bond Fund, Fidelity Series Long-Term Treasury Bond Index Fund, Fidelity Series Short-Term Credit Fund, Fidelity Short-Term Bond Fund, Fidelity Short-Term Bond Index Fund, Fidelity Short-Term Treasury Bond Index Fund, Fidelity Strategic Real Return Fund, Fidelity Sustainable Core Plus Bond Fund, Fidelity Sustainable Intermediate Municipal Income Fund, Fidelity Tax-Free Bond Fund, and Fidelity U.S. Bond Index Fund, is incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor Series IVs (File No. 002-83672) Post-Effective Amendment No. 88.
(2)
(3)
(4)
(5)
(h)
(1)
(3)
(4)
(5)
(6)
(i)
Not applicable.
(j)
To be filed by subsequent amendment.
(k)
Not applicable.
(l)
Not applicable.
(m)
(1)
(2)
Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Conservative Income Bond Fund: Fidelity Advisor Conservative Income Bond Fund: Class A, is to be filed by subsequent amendment.
(3)
Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Conservative Income Bond Fund: Fidelity Advisor Conservative Income Bond Fund: Class I, is to be filed by subsequent amendment.
(4)
Amended and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Conservative Income Bond Fund: Fidelity Advisor Conservative Income Bond Fund: Class Z, is to be filed by subsequent amendment.
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(26)
(27)
(28)
(29)
(30)
(31)
(32)
(33)
(34)
(35)
(36)
(37)
(38)
(39)
(40)
(41)
(42)
(43)
(44)
(45)
(46)
(47)
(48)
(49)
(50)
(51)
(52)
(53)
(54)
(55)
(56)
(57)
(58)
(59)
(60)
(61)
(62)
(63)
(64)
(65)
(66)
(67)
(68)
(69)
(70)
(71)
(72)
(73)
(74)
(75)
(76)
(77)
(78)
(79)
(80)
(81)
(82)
(83)
(84)
(85)
(86)
(87)
(88)
(89)
(90)
(91)
Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Sustainable Investment Grade Bond Fund, is to be filed by subsequent amendment.
(92)
(93)
(94)
(95)
(96)
(97)
(98)
(99)
(100)
(101)
(102)
(103)
(104)
(105)
(106)
(107)
(108)
(109)
(110)
(111)
(112)
(113)
(114)
(115)
(116)
(117)
(118)
(119)
(120)
(121)
(122)
(123)
(124)
(125)
(126)
(127)
(128)
(129)
(130)
(131)
(132)
(133)
(134)
(135)
(136)
(137)
(138)
(139)
(140)
(141)
(142)
(143)
(144)
(n)
(1)
(2)
(3)
Schedule I (Fixed-Income) to the Amended and Restated Multiple Class of Shares Plan pursuant to Rule 18f-3 for Fidelity Funds with Retail, Retirement and/or Advisor Classes, dated November 18, 2021, on behalf of Fidelity Conservative Income Bond Fund, is to be filed by subsequent amendment.
(3)
(4)
(p)
(1)
(2)
Item 29.
Trusts Controlled by or under Common Control with this Trust
The Board of Trustees of the Trust is the same as the board of other Fidelity funds, each of which has Fidelity Management & Research Company LLC, or an affiliate, or Geode Capital Management LLC, as its investment adviser. In addition, the officers of the Trust are substantially identical to those of the other Fidelity funds. Nonetheless, the Trust takes the position that it is not under common control with other Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.
Item 30.
Indemnification
Article XI, Section 2 of the Declaration of Trust sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties (collectively, disabling conduct), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Declaration of Trust, that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.
Pursuant to the agreement by which Fidelity Investments Institutional Operations Company, LLC (FIIOC) is appointed transfer agent, the Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from:
(1)
any claim, demand, action, or suit brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based on and does not result from FIIOCs willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FIIOCs performance under the Transfer Agency Agreement; or
(2)
any claim, demand, action or suit (except to the extent contributed to by FIIOCs willful misfeasance, bad faith or negligence or reckless disregard of duties) which results from the negligence of the Registrant, or from FIIOCs acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Registrant, or as a result of FIIOCs acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant, or as a result of FIIOCs acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 31.
Business and Other Connections of Investment Adviser(s)
(1) FIDELITY MANAGEMENT & RESEARCH COMPANY LLC (FMR)
FMR serves as investment adviser to a number of other investment companies. The directors and officers of the Adviser have held the following positions of a substantial nature during the past two fiscal years.
Abigail P. Johnson | Chairman of the Board of certain Trusts; Chairman of the Board and Director of FMR LLC; Chief Executive Officer, Chairman and Director of Fidelity Management & Research Company LLC. Previously served as Chairman of the Board and Director FMRC. |
Peter S. Lynch | Vice Chairman and Director of Fidelity Management & Research Company LLC and a member of the Advisory Board of funds advised by FMR. Previously served as Vice Chairman and Director of FMRC. |
Cynthia Lo Bessette | Senior Vice President, Secretary and Chief Legal Officer Fidelity Management & Research Company LLC; Chief Legal Officer FMR H.K, FMR Japan and FMR Investment Management (UK) Limited; Secretary Fidelity Diversifying Solutions LLC (2022); Previously served as Senior Vice President, Secretary and Chief Legal Officer FMRC; Secretary SelectCo, LLC and FIMM. |
Christopher Rimmer | Treasurer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, and Strategic Advisers LLC; President and Director FMR Capital Inc.; Director of FMR Investment Management (UK) Limited (2021). Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting Officer FMR LLC. |
Lisa D. Krieser | Assistant Secretary Fidelity Management & Research Company LLC and Fidelity Distributors Company LLC, Secretary FMR Capital, Inc and Strategic Advisers LLC (2022). |
Bart Grenier | President of Fidelity Management & Research Company LLC. |
Margaret Serravalli | Chief Financial Officer of Fidelity Management & Research Company LLC (FMR). |
Michael Shulman | Assistant Treasurer Fidelity Distributors Company LLC (FDC) (2022), Fidelity Diversifying Solutions LLC (2022), FIMM (2022), Fidelity Management & Research Company LLC (2023), FMR LLC (2023), FMR Capital, Inc. (2023), and Strategic Advisers LLC (2023); Executive Vice President, Tax of FMR LLC (2023). |
Stephanie J. Brown | Chief Compliance Officer of Fidelity Management & Research Company LLC (2023), FDS (2023), FIAM (2023), FMR H.K. (2023), Fidelity Management & Research (Japan) Limited (2023), FMR Investment Management (UK) Limited (2023), and Strategic Advisers LLC (2023); Assistant Treasurer FMR Capital, Inc.. |
Jason Pogorelec | Compliance Officer of Fidelity Management & Research Company LLC (2023). |
(2) FIDELITY MANAGEMENT & RESEARCH (HONG KONG) LIMITED (FMR H.K.)
FMR H.K. provides investment advisory services to other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.
(3) FIDELITY MANAGEMENT & RESEARCH (JAPAN) LIMITED (FMR JAPAN)
FMR Japan provides investment advisory services to other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.
Timothy M. Cohen | Director of FMR Japan; Executive Vice President SelectCo, LLC. | ||
Risteard Hogan | Director of FMR Japan. | ||
Rieko Hirai | Director of FMR Japan. | ||
Kan Man Wong | Director of FMR Japan. | ||
Kirk Roland Neureiter | Director of FMR Japan. | ||
William Francis Shanley III | Director of FMR Japan and FMR H.K. | ||
Koichi Iwabuchi | Statutory Auditor of FMR Japan; Previously served as Compliance Officer of FMR Japan. | ||
Ryo Sato | Compliance Officer of FMR Japan. | ||
Cynthia Lo Bessette | Senior Vice President, Secretary and Chief Legal Officer Fidelity Management & Research Company LLC; Chief Legal Officer FMR H.K, FMR Japan and FMR Investment Management (UK) Limited; Secretary Fidelity Diversifying Solutions LLC (2022); Previously served as Senior Vice President, Secretary and Chief Legal Officer FMRC; Secretary SelectCo, LLC and FIMM. | ||
Christopher Rimmer | Treasurer of Fidelity Management & Research Company LLC, FMR H.K., FMR Japan, and Strategic Advisers LLC; President and Director FMR Capital Inc.; Director of FMR Investment Management (UK) Limited (2021). Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting Officer FMR LLC. | ||
Stephanie J. Brown | Chief Compliance Officer of Fidelity Management & Research Company LLC (2023), FDS (2023), FIAM (2023), FMR H.K. (2023), Fidelity Management & Research (Japan) Limited (2023), FMR Investment Management (UK) Limited (2023), and Strategic Advisers LLC (2023); Assistant Treasurer FMR Capital, Inc.. |
(4) FMR INVESTMENT MANAGEMENT (UK) LIMITED (FMR UK)
FMR UK provides investment advisory services to other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.
Mark D. Flaherty | Director FMR Investment Management (UK) Limited. |
Niamh Brodie-Machura | Director FMR Investment Management (UK) Limited. |
Christopher J. Seabolt | Director of FMR H.K. and FMR UK. |
Adrian James Tyerman | Compliance Officer FMR H.K. Anti-Money Laundering Compliance Officer of FMR Investment Management (UK) Limited. |
Cynthia Lo Bessette | Senior Vice President, Secretary and Chief Legal Officer Fidelity Management & Research Company LLC; Chief Legal Officer FMR H.K, FMR Japan and FMR Investment Management (UK) Limited; Secretary Fidelity Diversifying Solutions LLC (2022); Previously served as Senior Vice President, Secretary and Chief Legal Officer FMRC; Secretary SelectCo, LLC and FIMM. |
Stephanie J. Brown | Chief Compliance Officer of Fidelity Management & Research Company LLC (2023), FDS (2023), FIAM (2023), FMR H.K. (2023), Fidelity Management & Research (Japan) Limited (2023), FMR Investment Management (UK) Limited (2023), and Strategic Advisers LLC (2023); Assistant Treasurer FMR Capital, Inc.. |
Jean-Philippe Provost | Director FMR Investment Management (UK) Limited (2023). |
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(5) GEODE CAPITAL MANAGEMENT, LLC (Geode)
Geode serves as investment adviser to a number of other investment companies AND OTHER ACCOUNTS. Geode may also provide investment advisory services to other investment advisers. The directors and officers have held the following positions of a substantial nature during the past two fiscal years.
David Lane | President and Chief Executive Officer (2023). |
Jeffrey S. Miller | Chief Operating Officer. |
Joseph Ciardi | Chief Compliance Officer. |
Sorin Codreanu | Chief Financial Officer and Treasurer. |
Matt Nevins | General Counsel. |
Lionel Harris | Director (2021). |
Franklin Corning Kenly | Director. |
Arlene Rockefeller | Director. |
Eric Roiter | Director. |
Jennifer Uhrig | Director. |
Philip L. Bullen | Director. |
Thomas Sprague | Director. |
Michael Even | Director. |
Alok Kapoor | Director (2022). |
Robert Minicus | Director. |
Principal business addresses of the investment adviser, sub-advisers and affiliates.
Fidelity Management & Research Company LLC (FMR)
245 Summer Street
Boston, MA 02210
Fidelity Management & Research (Hong Kong) Limited (FMR H.K.)
Floor 19, 41 Connaught Road Central
Hong Kong
Fidelity Management & Research (Japan) Limited (FMR Japan)
245 Summer Street
Boston, MA 02210
FMR Investment Management (UK) Limited (FMR UK)
245 Summer Street
Boston, MA 02210
FIL Investment Advisors (FIA)
Pembroke Hall
42 Crow Lane
Pembroke HM19, Bermuda
FIL Investment Advisors (UK) Limited (FIA(UK))
Beech Gate Millfield Lane
Lower Kingswood, Tadworth, Surrey
KT20 6RP, United Kingdom
FIL Investments (Japan) Limited (FIJ)
Tri Seven Roppongi
7-7-7 Roppongi, Minato-ku,
Tokyo, Japan 106-0032
Strategic Advisers LLC
245 Summer Street
Boston, MA 02210
FMR LLC
245 Summer Street
Boston, MA 02210
Fidelity Distributors Company LLC (FDC)
900 Salem Street
Smithfield, RI 02917
Geode Capital Management, LLC (Geode)
100 Summer Street
12th Floor
Boston, MA 02110
Fidelity Management Trust Company
245 Summer Street
Boston, MA 02210
Fidelity Investors Management LLC
245 Summer Street
Boston, MA 02210
Item 32.
Principal Underwriters
(2)
Fidelity Distributors Company LLC (FDC) acts as distributor for all funds advised by FMR or an affiliate, as well as Fidelity Commodity Strategy Central Fund and Fidelity Series Commodity Strategy Fund.
(b) |
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Name and Principal | Positions and Offices | Positions and Offices |
Business Address* | with Underwriter | with Fund |
Robert Adams | Chief Operating Officer (2021) | None |
Robert F. Bachman | Executive Vice President and Director (2023) | None |
Dalton Gustafson | President (2021) and Director (2023) | None |
Natalie Kavanaugh | Chief Legal Officer | None |
Michael Lyons | Chief Financial Officer | None |
John McGinty | Chief Compliance Officer (2021) | None |
Timothy Mulcahy | Director | None |
Michael Kearney | Treasurer | None |
Natalie Kavanaugh | Secretary | None |
Lisa D. Krieser | Assistant Secretary | None |
Michael Shulman | Assistant Treasurer (2022) | None |
* 900 Salem Street, Smithfield, RI
(c)
Not applicable.
Item 33.
Location of Accounts and Records
All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are maintained by Fidelity Management & Research Company LLC or Fidelity Investments Institutional Operations Company, LLC, 245 Summer Street, Boston, MA 02210, or the funds respective custodians, or special purpose custodian, as applicable, The Bank of New York Mellon, 1 Wall Street, New York, NY; Brown Brothers Harriman & Co., 50 Post Office Square, Boston, MA; Citibank, N.A., 388 Greenwich Street, New York, NY, 10013; State Street Bank & Trust Company, 1 Lincoln Street, Boston, MA; and The Northern Trust Company, 50 South LaSalle Street, Chicago, IL 60675.
Item 34.
Management Services
Not applicable.
Item 35.
Undertakings
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 555 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 23rd day of March 2023.
| Fidelity Salem Street Trust | ||
| By | /s/Laura M. Del Prato |
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| Laura M. Del Prato, President |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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/s/Laura M. Del Prato |
| President and Treasurer | March 23, 2023 |
Laura M. Del Prato |
| (Principal Executive Officer) |
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/s/John J. Burke III |
| Chief Financial Officer | March 23, 2023 |
John J. Burke III |
| (Principal Financial Officer) |
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/s/Abigail P. Johnson | | Trustee | March 23, 2023 |
Abigail P. Johnson |
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/s/Elizabeth S. Acton | * | Trustee | March 23, 2023 |
Elizabeth S. Acton |
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/s/Ann E. Dunwoody | * | Trustee | March 23, 2023 |
Ann E. Dunwoody |
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/s/Jonathan Chiel | * | Trustee | March 23, 2023 |
Jonathan Chiel |
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/s/John Engler | * | Trustee | March 23, 2023 |
John Engler |
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/s/Robert F. Gartland | * | Trustee | March 23, 2023 |
Robert F. Gartland |
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/s/Arthur E. Johnson | * | Trustee | March 23, 2023 |
Arthur E. Johnson |
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/s/Michael E. Kenneally | * | Trustee | March 23, 2023 |
Michael E. Kenneally |
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/s/Mark A. Murray | * | Trustee | March 23, 2023 |
Mark A. Murray |
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/s/Jennifer Toolin McAuliffe | * | Trustee | March 23, 2023 |
Jennifer Toolin McAuliffe |
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| By: | /s/ Stephanie J. Brown |
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| Stephanie J. Brown, pursuant to a power of attorney dated January 26, 2023 and filed herewith. |
* | By: | /s/Megan C. Johnson |
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| Megan C. Johnson, pursuant to powers of attorney dated October 5, 2016 and January 11, 2023, and filed herewith. |
POWER OF ATTORNEY
We, the undersigned Directors or Trustees, as the case may be, of the following investment companies:
Fidelity Aberdeen Street Trust Fidelity Advisor Series II Fidelity Advisor Series IV Fidelity Boylston Street Trust Fidelity California Municipal Trust Fidelity California Municipal Trust II Fidelity Central Investment Portfolios II LLC Fidelity Charles Street Trust Fidelity Colchester Street Trust Fidelity Court Street Trust Fidelity Court Street Trust II Fidelity Garrison Street Trust Fidelity Hereford Street Trust Fidelity Income Fund Fidelity Massachusetts Municipal Trust Fidelity Merrimack Street Trust | Fidelity Money Market Trust Fidelity Municipal Trust Fidelity Municipal Trust II Fidelity Newbury Street Trust Fidelity New York Municipal Trust Fidelity New York Municipal Trust II Fidelity Oxford Street Trust Fidelity Oxford Street Trust II Fidelity Phillips Street Trust Fidelity Revere Street Trust Fidelity Salem Street Trust Fidelity School Street Trust Fidelity Union Street Trust Fidelity Union Street Trust II Variable Insurance Products Fund V |
in addition to any other Fidelity Fund for which the undersigned individuals serve as Directors or Trustees (collectively, the Funds), hereby revoke all previous powers of attorney we have given to sign and otherwise act in our names and behalf in matters involving any investment company for which FMR or an affiliate acts as investment adviser and hereby constitute and appoint Thomas C. Bogle, John V. OHanlon, Megan C. Johnson, and Anthony H. Zacharski, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after January 11, 2023.
WITNESS our hands on this eleventh day of January 2023.
POWER OF ATTORNEY
I, the undersigned Trustee of the following investment companies:
Fidelity Aberdeen Street Trust | Fidelity Municipal Trust |
Fidelity Advisor Series II | Fidelity Municipal Trust II |
Fidelity Advisor Series IV | Fidelity Newbury Street Trust |
Fidelity California Municipal Trust | Fidelity New York Municipal Trust |
Fidelity California Municipal Trust II | Fidelity New York Municipal Trust II |
Fidelity Central Investment Portfolios II LLC | Fidelity Oxford Street Trust |
Fidelity Charles Street Trust | Fidelity Oxford Street Trust II |
Fidelity Colchester Street Trust | Fidelity Phillips Street Trust |
Fidelity Court Street Trust | Fidelity Revere Street Trust |
Fidelity Court Street Trust II | Fidelity Salem Street Trust |
Fidelity Garrison Street Trust | Fidelity School Street Trust |
Fidelity Hereford Street Trust | Fidelity Union Street Trust |
Fidelity Income Fund | Fidelity Union Street Trust II |
Fidelity Massachusetts Municipal Trust | Variable Insurance Products Fund V |
Fidelity Merrimack Street Trust |
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in addition to any other Fidelity Fund for which the undersigned individual serves as Trustee (collectively, the "Funds"), hereby constitute and appoint Stephanie J. Brown, my true and lawful attorney- in-fact, with full power of substitution, and with full power to sign for me and in my name in the appropriate capacity, all Registration Statements of the Funds on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post- Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorney-in-fact deems necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorney-in-fact or her substitutes may do or cause to be done by virtue hereof.
This Power of Attorney shall remain in full force and effect only for such time as Stephanie J. Brown shall continue to be an officer of Fidelity Management & Research Company LLC, provided that, notwithstanding the foregoing, this Power of Attorney may be revoked at any time by the undersigned in writing.
This Power of Attorney has been executed as of January 26, 2023.
/s/ Abigail P. Johnson
Abigail P. Johnson
POWER OF ATTORNEY
I, the undersigned Trustee of the following investment company:
Fidelity Salem Street Trust
in addition to any other Fidelity Fund for which the undersigned individual serves as Director or Trustee (collectively, the Funds), hereby constitute and appoint Thomas C. Bogle, Marc R. Bryant, John V. OHanlon, Robert W. Helm, Megan C. Johnson, and Anthony H. Zacharski, each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity, all Registration Statements of the Funds on Form N-1A, or any successors thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements or any successors thereto, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after October 5, 2016.
WITNESS my hand on this 5th day of October, 2016.
/s/Jonathan Chiel |
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Jonathan Chiel |
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Schedule A
Trusts and Portfolios Covered by the Amended and Restated Sub-Advisory Agreement between
Fidelity Management & Research Company LLC and
Fidelity Management & Research (Hong Kong) Limited
Name of Trust | Name of Portfolio | Type of Fund | Effective Date |
Fidelity Advisor Series II | Fidelity Advisor Limited Term Bond Fund | Fixed Income | 09/09/2008 |
Fidelity Advisor Series II | Fidelity Advisor Mortgage Securities Fund | Fixed Income | 09/09/2008 |
Fidelity Advisor Series II | Fidelity Advisor Strategic Income Fund | Asset Allocation | 09/09/2008 |
Fidelity Advisor Series IV | Fidelity Limited Term Government Fund | Fixed Income | 09/09/2008 |
Fidelity California Municipal Trust | Fidelity California Limited Term Tax- Free Bond Fund | Fixed Income | 09/09/2008 |
Fidelity California Municipal Trust | Fidelity California Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity California Municipal Trust II | Fidelity California Municipal Money Market Fund | Money Market | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 20% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 30% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 40% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 50% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 60% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 70% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 85% | Asset Allocation | 09/09/2008 |
Fidelity Colchester Street Trust | Government Portfolio | Money Market | 09/09/2008 |
Fidelity Colchester Street Trust | Money Market Portfolio | Money Market | 09/09/2008 |
Fidelity Colchester Street Trust | Tax-Exempt Portfolio | Money Market | 09/09/2008 |
Fidelity Colchester Street Trust | Treasury Only Portfolio | Money Market | 09/09/2008 |
Fidelity Colchester Street Trust | Treasury Portfolio | Money Market | 09/09/2008 |
Fidelity Court Street Trust | Fidelity Connecticut Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity Court Street Trust | Fidelity New Jersey Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity Court Street Trust II | Fidelity Connecticut Municipal Money Market Fund | Money Market | 09/09/2008 |
Fidelity Court Street Trust II | Fidelity New Jersey Municipal Money Market Fund | Money Market | 09/09/2008 |
Fidelity Hereford Street Trust | Fidelity Government Money Market Fund | Money Market | 09/09/2008 |
Fidelity Hereford Street Trust | Fidelity Money Market Fund | Money Market | 09/09/2008 |
Fidelity Hereford Street Trust | Fidelity Treasury Only Money Market Fund | Money Market | 09/09/2008 |
Fidelity Income Fund | Fidelity Environmental Bond Fund | Fixed Income | 03/11/2021 |
Fidelity Income Fund | Fidelity GNMA Fund | Fixed Income | 09/09/2008 |
Fidelity Income Fund | Fidelity Government Income Fund | Fixed Income | 09/09/2008 |
Fidelity Salem Street Trust | Fidelity SAI Low Duration Income Fund | Fixed Income | 05/14/2020 |
Fidelity Salem Street Trust | Fidelity SAI Municipal Bond Index Fund | Fixed Income | 03/07/2019 |
Fidelity Salem Street Trust | Fidelity SAI Municipal Income Fund | Fixed Income | 03/08/2018 |
Fidelity Salem Street Trust | Fidelity SAI Municipal Money Market Fund | Money Market | 08/29/2017 |
Fidelity Salem Street Trust | Fidelity SAI Short-Term Bond Fund | Fixed Income | 05/14/2020 |
Fidelity Salem Street Trust | Fidelity SAI Sustainable Conservative Income Municipal Bond Fund | Fixed Income | 03/10/2022 |
Fidelity Salem Street Trust | Fidelity SAI Sustainable Core Plus Bond Fund | Fixed Income | 03/10/2022 |
Fidelity Salem Street Trust | Fidelity SAI Sustainable Low Duration Income Fund | Fixed Income | 03/10/2022 |
Fidelity Salem Street Trust | Fidelity SAI Sustainable Municipal Income Fund | Fixed Income | 03/10/2022 |
Fidelity Salem Street Trust | Fidelity SAI Tax-Free Bond Fund | Fixed Income | 03/08/2018 |
Fidelity Salem Street Trust | Fidelity SAI Total Bond Fund | Fixed Income | 03/08/2018 |
Fidelity Salem Street Trust | Fidelity SAI U.S. Treasury Bond Index Fund | Fixed Income | 11/19/2015 |
Fidelity Salem Street Trust | Fidelity Short-Term Bond Fund | Fixed Income | 09/09/2008 |
Fidelity Salem Street Trust | Fidelity Short-Term Bond Index Fund | Fixed Income | 07/20/2017 |
Fidelity Salem Street Trust | Fidelity Short-Term Treasury Bond Index Fund | Fixed Income | 09/09/2008 |
Fidelity Salem Street Trust | Fidelity Strategic Dividend and Income Fund | Asset Allocation | 09/09/2008 |
Fidelity Salem Street Trust | Fidelity Strategic Real Return Fund | Asset Allocation | 09/09/2008 |
Fidelity Salem Street Trust | Fidelity Sustainability Bond Index Fund | Fixed Income | 01/18/2018 |
Fidelity Salem Street Trust | Fidelity Sustainable Core Plus Bond Fund | Fixed Income | 03/10/2022 |
Fidelity Salem Street Trust | Fidelity Sustainable Intermediate Municipal Income Fund | Fixed Income | 03/10/2022 |
Fidelity Salem Street Trust | Fidelity Sustainable Low Duration Bond Fund | Fixed Income | 03/10/2022 |
Fidelity Salem Street Trust | Fidelity Tactical Bond Fund | Fixed Income | 11/18/2021 |
Fidelity Salem Street Trust | Fidelity Tax-Free Bond Fund | Fixed Income | 09/09/2008 |
Fidelity Salem Street Trust | Fidelity U.S. Bond Index Fund | Fixed Income | 09/09/2008 |
Fidelity School Street Trust | Fidelity Advisor Multi-Asset Income Fund | Fixed Income | 05/14/2015 |
Fidelity School Street Trust | Fidelity Global Credit Fund | Fixed Income | 04/19/2012 |
Fidelity School Street Trust | Fidelity Intermediate Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity Union Street Trust | Fidelity Arizona Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity Union Street Trust | Fidelity Maryland Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity Union Street Trust II | Fidelity Arizona Municipal Money Market Fund | Money Market | 09/09/2008 |
Fidelity Union Street Trust II | Fidelity Municipal Money Market Fund | Money Market | 09/09/2008 |
Variable Insurance Products Fund V | Asset Manager Portfolio | Asset Allocation | 09/09/2008 |
Variable Insurance Products Fund V | Asset Manager: Growth Portfolio | Asset Allocation | 09/09/2008 |
Variable Insurance Products Fund V | Bond Index Portfolio | Fixed Income | 04/16/2018 |
Variable Insurance Products Fund V | Government Money Market Portfolio | Money Market | 09/09/2008 |
Variable Insurance Products Fund V | Investment Grade Bond Portfolio | Fixed Income | 09/09/2008 |
Variable Insurance Products Fund V | Strategic Income Portfolio | Asset Allocation | 09/09/2008 |
Variable Insurance Products Fund V | Investment Grade Bond II Portfolio | Fixed Income | 01/20/2022 |
Fidelity Management & Research Company LLC
By: /s/Christopher J. Rimmer
Name: Christopher J. Rimmer
Title: Treasurer
Fidelity Management & Research (Hong Kong) Limited
By: /s/Sharon LeCornu
Name: Sharon LeCornu
Title: Director
Schedule A
Trusts and Portfolios Covered by the Amended and Restated Sub-Advisory Agreement between
Fidelity Management & Research Company LLC and
Fidelity Management & Research (Japan) Limited
Name of Trust | Name of Portfolio | Type of Fund | Effective Date |
Fidelity Advisor Series II | Fidelity Advisor Limited Term Bond Fund | Fixed Income | 09/09/2008 |
Fidelity Advisor Series II | Fidelity Advisor Mortgage Securities Fund | Fixed Income | 09/09/2008 |
Fidelity Advisor Series II | Fidelity Advisor Strategic Income Fund | Asset Allocation | 09/09/2008 |
Fidelity Advisor Series IV | Fidelity Limited Term Government Fund | Fixed Income | 09/09/2008 |
Fidelity California Municipal Trust | Fidelity California Limited Term Tax-Free Bond Fund | Fixed Income | 09/09/2008 |
Fidelity California Municipal Trust | Fidelity California Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity California Municipal Trust II | Fidelity California Municipal Money Market Fund | Money Market | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 20% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 30% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 40% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 50% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 60% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 70% | Asset Allocation | 09/09/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 85% | Asset Allocation | 09/09/2008 |
Fidelity Colchester Street Trust | Government Portfolio | Money Market | 09/09/2008 |
Fidelity Colchester Street Trust | Money Market Portfolio | Money Market | 09/09/2008 |
Fidelity Colchester Street Trust | Tax-Exempt Portfolio | Money Market | 09/09/2008 |
Fidelity Colchester Street Trust | Treasury Only Portfolio | Money Market | 09/09/2008 |
Fidelity Colchester Street Trust | Treasury Portfolio | Money Market | 09/09/2008 |
Fidelity Court Street Trust | Fidelity Connecticut Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity Court Street Trust | Fidelity New Jersey Municipal Income Fund | Fixed Income | 09/09/2008 |
Fidelity Court Street Trust II | Fidelity Connecticut Municipal Money Market Fund | Money Market | 09/09/2008 |
Fidelity Court Street Trust II | Fidelity New Jersey Municipal Money Market Fund | Money Market | 09/09/2008 |
Fidelity Hereford Street Trust | Fidelity Government Money Market Fund | Money Market | 09/09/2008 |
Fidelity Hereford Street Trust | Fidelity Money Market Fund | Money Market | 09/09/2008 |
Fidelity Hereford Street Trust | Fidelity Treasury Only Money Market Fund | Money Market | 09/09/2008 |
Fidelity Income Fund | Fidelity Environmental Bond Fund | Fixed Income | 03/11/2021 |
Fidelity Income Fund | Fidelity GNMA Fund | Fixed Income | 09/09/2008 |
Fidelity Income Fund | Fidelity Government Income Fund | Fixed Income | 09/09/2008 |
Fidelity Management & Research Company LLC
By: /s/Christopher J. Rimmer
Name: Christopher J. Rimmer
Title: Treasurer
Fidelity Management & Research (Japan) Limited
By: /s/Kirk Roland Neureiter
Name: Kirk Roland Neureiter
Title: Director
Schedule A
Trusts and Portfolios Covered by the Amended and Restated Sub-Advisory Agreement between
Fidelity Management & Research Company LLC and
FMR Investment Management (UK) Limited
Name of Trust | Name of Portfolio | Type of Fund | Effective Date |
Fidelity Advisor Series II | Fidelity Advisor Limited Term Bond Fund | Fixed Income | 06/19/2008 |
Fidelity Advisor Series II | Fidelity Advisor Mortgage Securities Fund | Fixed Income | 06/19/2008 |
Fidelity Advisor Series II | Fidelity Advisor Strategic Income Fund | Asset Allocation | 06/19/2008 |
Fidelity Advisor Series IV | Fidelity Limited Term Government Fund | Fixed Income | 06/19/2008 |
Fidelity California Municipal Trust | Fidelity California Limited Term Tax-Free Bond Fund | Fixed Income | 06/19/2008 |
Fidelity California Municipal Trust | Fidelity California Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity California Municipal Trust II | Fidelity California Municipal Money Market Fund | Money Market | 06/19/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 20% | Asset Allocation | 06/19/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 30% | Asset Allocation | 06/19/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 40% | Asset Allocation | 06/19/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 50% | Asset Allocation | 06/19/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 60% | Asset Allocation | 06/19/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 70% | Asset Allocation | 06/19/2008 |
Fidelity Charles Street Trust | Fidelity Asset Manager 85% | Asset Allocation | 06/19/2008 |
Fidelity Colchester Street Trust | Government Portfolio | Money Market | 06/19/2008 |
Fidelity Colchester Street Trust | Money Market Portfolio | Money Market | 06/19/2008 |
Fidelity Colchester Street Trust | Tax-Exempt Portfolio | Money Market | 06/19/2008 |
Fidelity Colchester Street Trust | Treasury Only Portfolio | Money Market | 06/19/2008 |
Fidelity Colchester Street Trust | Treasury Portfolio | Money Market | 06/19/2008 |
Fidelity Court Street Trust | Fidelity Connecticut Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Court Street Trust | Fidelity New Jersey Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Court Street Trust II | Fidelity Connecticut Municipal Money Market Fund | Money Market | 06/19/2008 |
Fidelity Court Street Trust II | Fidelity New Jersey Municipal Money Market Fund | Money Market | 06/19/2008 |
Fidelity Garrison Street Trust | Fidelity Education Income Fund | Fixed Income | 11/19/2020 |
Fidelity Garrison Street Trust | Fidelity Money Market Central Fund | Money Market | 06/19/2008 |
Fidelity Garrison Street Trust | VIP Investment Grade Central Fund | Fixed Income | 06/19/2008 |
Fidelity Hereford Street Trust | Fidelity Government Money Market Fund | Money Market | 06/19/2008 |
Fidelity Hereford Street Trust | Fidelity Money Market Fund | Money Market | 06/19/2008 |
Fidelity Hereford Street Trust | Fidelity Treasury Only Money Market Fund | Money Market | 06/19/2008 |
Fidelity Income Fund | Fidelity Environmental Bond Fund | Fixed Income | 03/11/2021 |
Fidelity Income Fund | Fidelity GNMA Fund | Fixed Income | 06/19/2008 |
Fidelity Income Fund | Fidelity Government Income Fund | Fixed Income | 06/19/2008 |
Fidelity Income Fund | Fidelity Intermediate Government Income Fund | Fixed Income | 06/19/2008 |
Fidelity Income Fund | Fidelity Total Bond Fund | Fixed Income | 06/19/2008 |
Fidelity MA Municipal Trust | Fidelity Massachusetts Municipal Money Market Fund | Money Market | 06/19/2008 |
Fidelity MA Municipal Trust | Fidelity Massachusetts Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Merrimack Street Trust | Fidelity Corporate Bond ETF | Fixed Income | 09/18/2014 |
Fidelity Merrimack Street Trust | Fidelity Investment Grade Bond ETF | Fixed Income | 11/19/2020 |
Fidelity Merrimack Street Trust | Fidelity Investment Grade Securitized ETF | Fixed Income | 11/19/2020 |
Fidelity Merrimack Street Trust | Fidelity Limited Term Bond ETF | Fixed Income | 09/18/2014 |
Fidelity Merrimack Street Trust | Fidelity Low Duration Bond Factor ETF | Fixed Income | 03/08/2018 |
Fidelity Merrimack Street Trust | Fidelity Total Bond ETF | Fixed Income | 09/18/2014 |
Fidelity Municipal Trust | Fidelity Limited Term Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Municipal Trust | Fidelity Michigan Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Municipal Trust | Fidelity Minnesota Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Municipal Trust | Fidelity Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Municipal Trust | Fidelity Ohio Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Municipal Trust | Fidelity Pennsylvania Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity Municipal Trust II | Fidelity Michigan Municipal Money Market Fund | Money Market | 06/19/2008 |
Fidelity Municipal Trust II | Fidelity Ohio Municipal Money Market Fund | Money Market | 06/19/2008 |
Fidelity Municipal Trust II | Fidelity Pennsylvania Municipal Money Market Fund | Money Market | 06/19/2008 |
Fidelity New York Municipal Trust | Fidelity New York Municipal Income Fund | Fixed Income | 06/19/2008 |
Fidelity New York Municipal Trust II | Fidelity New York Municipal Money Market Fund | Money Market | 06/19/2008 |
Fidelity Newbury Street Trust | Fidelity Tax-Exempt Money Market Fund | Money Market | 06/19/2008 |
Fidelity Newbury Street Trust | Fidelity Treasury Money Market Fund | Money Market | 06/19/2008 |
Fidelity Phillips Street Trust | Fidelity Government Cash Reserves | Money Market | 06/19/2008 |
Fidelity Revere Street Trust | Fidelity Cash Central Fund | Money Market | 06/19/2008 |
Fidelity Revere Street Trust | Fidelity Municipal Cash Central Fund | Money Market | 06/19/2008 |
Fidelity Revere Street Trust | Fidelity Securities Lending Cash Central Fund | Money Market | 06/19/2008 |
Fidelity Revere Street Trust | Fidelity Tax-Free Cash Central Fund | Money Market | 06/19/2008 |
Fidelity Management & Research Company LLC
FMR Investment Management (UK) Limited
By: /s/Christopher J. Rimmer
Name: Christopher J. Rimmer Title: Treasurer
By: /s/Mark D. Flaherty
Name: Mark D. Flaherty Title: Director
- 4 -
DISTRIBUTION AND SERVICE PLAN
Fidelity Salem Street Trust: Fidelity Sustainable Low Duration Bond Fund
Class M Shares
1.
This Distribution and Service Plan (the Plan), when effective in accordance with its terms, shall be the written Plan contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended (the Act) for the Class M (Class M) Shares of Fidelity Sustainable Low Duration Bond Fund (the Fund), a series of Fidelity Salem Street Trust (the Trust).
2.
The Trust has entered into a General Distribution Agreement on behalf of the Fund with Fidelity Distributors Company LLC (the Distributor), an affiliate of the Fund’s investment adviser (the Adviser), under which the Distributor uses all reasonable efforts, consistent with its other business, to secure purchasers for the Fund’s Shares of beneficial interest (Shares). Such efforts may include, but neither are required to include nor are limited to, the following: (1) formulation and implementation of marketing and promotional activities, such as mail promotions and television, radio, newspaper, magazine and other mass media advertising; (2) preparation, printing and distribution of sales literature; (3) preparation, printing and distribution of prospectuses of the Fund and reports to recipients other than the existing shareholders of the Fund; (4) obtaining such information, analyses and reports with respect to marketing and promotional activities as the Distributor may, from time to time, deem advisable; (5) making payments to securities dealers and others engaged in the sale of Shares or who engage in shareholder support services (Investment Professionals); and (6) providing training, marketing and support to such dealers with respect to the sale of Shares.
3.
In consideration for the services provided and the expenses incurred by the Distributor pursuant to the General Distribution Agreement and paragraph 2 hereof, all with respect to Class M Shares, Class M shall pay to the Distributor a fee at the annual rate of 0.00% (or such lesser amount as the Trustees may, from time to time, determine) of the average daily net assets of Class M throughout the month. The determination of daily net assets shall be made at the close of business each day throughout the month and computed in the manner specified in the Fund’s then current Prospectus for the determination of the net asset value of the Fund’s Class M Shares. The Distributor may use all or any portion of the distribution fee received pursuant to the Plan to compensate Investment Professionals who have engaged in the sale of Class M Shares or in shareholder support services with respect to Class M Shares pursuant to agreements with the Distributor, or to pay any of the expenses associated with other activities authorized under paragraph 2 hereof.
4.
Separate from any payments made as described in paragraph 3 hereof, Class M shall also pay to the Distributor a service fee at the annual rate of 0.15% (or such lesser amount as the Trustees, may from time to time, determine) of the average daily net assets of Class M throughout the month. The determination of daily net assets shall be made at the close of business each day throughout the month and computed in the manner specified in the Fund’s then current Prospectus for the determination of the net asset value of Class M Shares, but shall exclude assets attributable to any other class of Shares of the Fund. In accordance with such terms as the Trustees may from time to time establish, the Distributor may use all or a portion of such service fees to compensate Investment Professionals for personal service and/or the maintenance of shareholder accounts, or for other services for which service fees lawfully may be paid in accordance with applicable rules and regulations.
5.
The Fund presently pays, and will continue to pay, a management fee to the Adviser pursuant to a management agreement between the Fund and the Adviser (the Management Contract). It is recognized that the Adviser may use its management fee revenue, as well as its past profits or its resources from any other source, to make payment to the Distributor with respect to any expenses incurred in connection with the distribution of Class M Shares, including the activities referred to in paragraph 2 hereof. To the extent that the payment of management fees by the Fund to the Adviser should be deemed to be indirect financing of any activity primarily intended to result in the sale of Class M Shares within the meaning of Rule 12b-1, then such payment shall be deemed to be authorized by this Plan.
6.
This Plan shall become effective upon the first business day of the month following the approval by a vote of a majority of the Trustees of the Trust, including a majority of Trustees who are not interested persons of the Trust (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan (the Independent Trustees), cast in person at a meeting called for the purpose of voting on this Plan (to the extent required by the 1940 Act).
7.
This Plan shall, unless terminated as hereinafter provided, remain in effect until January 31, 2023, and from year to year thereafter, provided, however, that such continuance is subject to approval annually by a vote of a majority of the Trustees of the Trust, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan (to the extent required by the 1940 Act). This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to increase materially the fee provided for in paragraphs 3 and 4 hereof shall be effective only upon approval by a vote of a majority of the outstanding voting securities of Class M and (b) any material amendments of this Plan shall be effective only upon approval in the manner provided in the first sentence in this paragraph.
8.
This Plan may be terminated at any time, without the payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of Class M.
9.
During the existence of this Plan, the Trust shall require the Adviser and/or Distributor to provide the Trust, for review by the Trustees, and the Trustees shall review, at least quarterly, a written report of the amounts expended in connection with financing any activity primarily intended to result in the sale of Shares of Class M (making estimates of such costs where necessary or desirable) and the purposes for which such expenditures were made.
10.
This Plan does not require the Adviser or Distributor to perform any specific type or level of distribution activities or to incur any specific level of expenses for activities primarily intended to result in the sale of Class M Shares.
11.
Consistent with the limitation of shareholder liability as set forth in the Trust’s Declaration of Trust or other organizational document, any obligation assumed by Class M pursuant to this Plan and any agreements related to this Plan shall be limited in all cases to Class M and its assets and shall not constitute an obligation of any shareholder of the Trust or of any other class of the Fund, series of the Trust or class of such series.
12.
If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.
FIXED INCOME
SCHEDULE I, DATED JANUARY 13, 2023, TO MULTIPLE CLASS OF SHARES PLAN FOR FIDELITY FUNDS WITH RETAIL, RETIREMENT AND/OR ADVISOR CLASSES
FIDELITY ABERDEEN STREET TRUST
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity Advisor Freedom 2005 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2010 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2015 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2020 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2025 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2030 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2035 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2040 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2045 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2050 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2055 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2060 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom 2065 Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Advisor Freedom Income Fund: | |||
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Fidelity Freedom Blend 2005 Fund: |
|
|
|
Fidelity Freedom Blend 2005 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2010 Fund: |
| ||
Fidelity Freedom Blend 2010 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2015 Fund: |
| ||
Fidelity Freedom Blend 2015 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
lass Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2020 Fund: |
| ||
Fidelity Freedom Blend 2020 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2025 Fund: |
| ||
Fidelity Freedom Blend 2025 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2030 Fund: |
| ||
Fidelity Freedom Blend 2030 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2035 Fund: |
| ||
Fidelity Freedom Blend 2035 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2040 Fund: |
| ||
Fidelity Freedom Blend 2040 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2045 Fund: |
| ||
Fidelity Freedom Blend 2045 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2050 Fund: |
| ||
Fidelity Freedom Blend 2050 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2055 Fund: |
| ||
Fidelity Freedom Blend 2055 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2060 Fund: |
| ||
Fidelity Freedom Blend 2060 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend 2065 Fund: |
| ||
Fidelity Freedom Blend 2065 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Blend Income Fund: |
| ||
Fidelity Freedom Blend Income Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z | none | none | none |
Class Z6 | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom 2005 Fund: | |||
Fidelity Freedom 2005 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2010 Fund: | |||
Fidelity Freedom 2010 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2015 Fund: | |||
Fidelity Freedom 2015 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2020 Fund: | |||
Fidelity Freedom 2020 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2025 Fund: | |||
Fidelity Freedom 2025 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2030 Fund: | |||
Fidelity Freedom 2030 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2035 Fund: | |||
Fidelity Freedom 2035 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2040 Fund: | |||
Fidelity Freedom 2040 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2045 Fund: | |||
Fidelity Freedom 2045 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2050 Fund: | |||
Fidelity Freedom 2050 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2055 Fund: | |||
Fidelity Freedom 2055 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2060 Fund: | |||
Fidelity Freedom 2060 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom 2065 Fund: | |||
Fidelity Freedom 2065 Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom Income Fund: | |||
Fidelity Freedom Income Fund* | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Fidelity Freedom Index 2005 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2010 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2015 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2020 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2025 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2030 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2035 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2040 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2045 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2050 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2055 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2060 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index 2065 Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
Fidelity Freedom Index Income Fund: | |||
Investor Class | none | none | none |
Institutional Premium Class | none | none | none |
Premier Class | none | none | none |
FIDELITY ADVISOR SERIES II
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity Advisor Limited Term Bond Fund: | |||
Fidelity Limited Term Bond Fund* | none | none | none |
Class A++ | front-end | 0.00 | 0.25 |
Class M+++ | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Advisor Mortgage Securities Fund: | |||
Fidelity Mortgage Securities Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Advisor Strategic Income Fund: | |||
Fidelity Strategic Income Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
FIDELITY CALIFORNIA MUNICIPAL TRUST
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity California Municipal | |||
Fidelity California Municipal | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
FIDELITY CHARLES STREET TRUST
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity Asset Manager 20%: | |||
Fidelity Asset Manager 20%* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Asset Manager 30%: | |||
Fidelity Asset Manager 30%* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Asset Manager 40%: | |||
Fidelity Asset Manager 40%* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Asset Manager 50%: | |||
Fidelity Asset Manager 50%* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Asset Manager 60%: | |||
Fidelity Asset Manager 60%* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Asset Manager 70%: | |||
Fidelity Asset Manager 70%* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Asset Manager 85%: | |||
Fidelity Asset Manager 85%* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Health Savings Fund: | |||
Fidelity Health Savings Fund* | none | none | none |
Class K | none | none | none |
Fidelity Sustainable Multi-Asset Fund: | |||
Fidelity Sustainable Multi-Asset Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
FIDELITY INCOME FUND
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity Environmental Bond Fund: | |||
Fidelity Environmental Bond Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Government Income Fund: | |||
Fidelity Government Income Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Managed Retirement Income Fund: | |||
Fidelity Managed Retirement Income Fund * | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z6 | none | none | none |
Fidelity Managed Retirement 2005 Fund: | |||
Fidelity Managed Retirement 2005 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z6 | none | none | none |
Fidelity Managed Retirement 2010 Fund: | |||
Fidelity Managed Retirement 2010 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z6 | none | none | none |
Fidelity Managed Retirement 2015 Fund: | |||
Fidelity Managed Retirement 2015 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z6 | none | none | none |
Fidelity Managed Retirement 2020 Fund: | |||
Fidelity Managed Retirement 2020 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z6 | none | none | none |
Fidelity Managed Retirement 2025 Fund: | |||
Fidelity Managed Retirement 2025 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z6 | none | none | none |
Fidelity Managed Retirement 2030 Fund: | |||
Fidelity Managed Retirement 2030 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z6 | none | none | none |
Fidelity Managed Retirement 2035 Fund: | |||
Fidelity Managed Retirement 2035 Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Class K | none | none | none |
Class K6 | none | none | none |
Class Z6 | none | none | none |
Fidelity Total Bond Fund: | |||
Fidelity Total Bond Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
FIDELITY MUNICIPAL TRUST
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity Limited Term Municipal Income Fund: | |||
Fidelity Limited Term Municipal Income Fund* | none | none | none |
Class A++ | front-end | 0.00 | 0.25 |
Class M+++ | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Municipal Income Fund: | |||
Fidelity Municipal Income Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
FIDELITY NEW YORK MUNICIPAL TRUST
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity New York Municipal | |||
Fidelity New York Municipal | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
FIDELITY SALEM STREET TRUST
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity Corporate Bond Fund: | |||
Fidelity Corporate Bond Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Investment Grade Bond Fund: | |||
Fidelity Investment Grade Bond Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Municipal Core Plus Bond Fund: | |||
Fidelity Municipal Core Plus Bond Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Municipal Income 2021 Fund: | |||
Fidelity Municipal Income 2021 Fund* | none | none | none |
Class A++ | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Fidelity Municipal Income 2023 Fund: | |||
Fidelity Municipal Income 2023 Fund* | none | none | none |
Class A++ | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Fidelity Municipal Income 2025 Fund: | |||
Fidelity Municipal Income 2025 Fund* | none | none | none |
Class A++ | front-end | 0.00 | 0.25 |
Class I | none | none | none |
Fidelity Short-Term Bond Fund: | |||
Fidelity Short-Term Bond Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.15 |
Class M**** | front-end | 0.00 | 0.15 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Strategic Dividend & Income Fund: | |||
Fidelity Strategic Dividend & Income Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Strategic Real Return Fund: | |||
Fidelity Strategic Real Return Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class K6 | none | none | none |
Fidelity Sustainable Core Plus Bond Fund: | |||
Fidelity Sustainable Core Plus Bond Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Sustainable Intermediate Municipal Income Fund: | |||
Fidelity Sustainable Intermediate Municipal Income Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Sustainable Low Duration Bond Fund: | |||
Fidelity Sustainable Low Duration Bond Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.15 |
Class M**** | front-end | 0.00 | 0.15 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Tactical Bond Fund: | |||
Fidelity Tactical Bond Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.25 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
FIDELITY SCHOOL STREET TRUST
FUND/CLASSES OFFERED | SALES CHARGE | DISTRIBUTION FEE | SHAREHOLDER SERVICE FEE (as a percentage of |
Fidelity Advisor Multi-Asset Income Fund: | |||
Fidelity Multi-Asset Income Fund* | none | none | none |
Class A** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Global Credit Fund: | |||
Fidelity Global Credit Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Fidelity Intermediate Municipal | |||
Fidelity Intermediate Municipal Income Fund* | none | none | none |
Class A*** | front-end | 0.00 | 0.25 |
Class M**** | front-end | 0.00 | 0.25 |
Class C | contingent deferred | 0.75 | 0.25 |
Class I | none | none | none |
Class Z | none | none | none |
Class Z | none | none | none |
_____________________________________________________________
* A retail class.
** Class A purchases of $1 million or more may be subject, upon redemption, to a contingent deferred sales charge (CDSC) of 1.00% if redeemed less than 18 months after purchase.
*** Class A purchases of $1 million or more may be subject, upon redemption, to a CDSC of 0.75% if redeemed less than 18 months after purchase.
**** Class M purchases of $1 million or more may be subject, upon redemption, to a CDSC of 0.25% if redeemed less than one year after purchase.
++ Class A purchases of $250,000 or more will not be subject to a front-end sales charge, but may be subject to a 0.50% CDSC if the intermediary has elected an upfront finder’s fee at the time the shares are purchased, or a 0.75% CDSC if the shares purchased are recordkept in a Fidelity Advisor 401(k) Retirement Plan.
+++ Class M purchases of $250,000 or more will not be subject to a front-end sales charge but may be subject to a 0.25% CDSC if a finder’s fee is paid at the time the shares are purchased.
Ethics Office MyCompliance.fmr.com
Rules for
Employee Investing
CODE OF ETHICS FOR PERSONAL INVESTING
Fund Access Version
Rules for Employee Investing
These Rules for Employee Investing contain the Code of Ethics for Personal Investing and the Global Policy on Inside Information.
The Fund Access Version of the Code of Ethics for Personal Investing contains rules about owning and trading securities for personal benefit. This version applies to officers, directors, and employees of Fidelity companies that are involved in the management and operations of Fidelitys funds, or have access to non-public information about the funds, including investment advisors to the funds, the principal underwriter of the funds, and anyone designated by the Ethics Office. Keep in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may apply to you.
The Global Policy on Inside Information, which applies to every Fidelity employee, contains rules on inside information and how to prevent its unauthorized use or dissemination.
1 | Code of Ethics for Personal Investing
The Rules for Employee Investing are fairly compre- hensive. They cover most of the personal investing sit- uations a Fidelity employee is likely to experience. Yet its always possible you will encounter a situation that isnt fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles:
Know the policy.
If you think your situation isnt covered, check again. It never hurts to take a sec- ond look at the rules.
Seek guidance.
Asking questions is always appropriate. Talk with your manager or the Ethics Office if youre not sure about the policy require- ments or how they apply to your situation.
Additionally, resources are available at MyCompliance to assist you with your questions.
Use sound judgment. Analyze the situation and weigh the options. Think about how your decision would look to an outsider.
Understanding and follow- ing the Rules for Employee Investing is one of the most important ways we can ensure our customers inter- ests always come first.
Rules for All Employees Subject to This Code of Ethics 4
Whats Required
Acknowledging that you understand the rules Complying with securities laws
Reporting violations to the Ethics Office Disclosing securities accounts and holdings in covered securities
Moving covered accounts to Fidelity
Moving holdings in Fidelity funds to Fidelity
Disclosing transactions of covered securities
Disclosing gifts and transfers of ownership of covered securities
Getting approval before engaging in private securities transactions
Clearing trades in advance (pre-clearance) Surrendering 60-day gains (60-Day Rule)
Whats Prohibited Trading restricted securities Selling short
Participating in an IPO
Participating in an investment club
Investing in a hedge fund
Excessive trading
Buying securities of certain broker-dealers Trading after a research note
Profiting from knowledge of fund transactions
Influencing a fund to benefit yourself or others Attempting to defraud a client or fund
Using a derivative to get around a rule
Additional Rules for Traders, Research Analysts, and Portfolio Managers 12
All rules listed above plus the rules in this section
What's Required
Notification of your ownership of covered securities in a research note
Disclosing trading opportunities to the funds before personally trading
Whats Prohibited
Trading within seven days of a fund you manage
Key Concepts 14
CONTACT INFORMATION
Ethics Office (including Pre-Clearance)
Phone: +1 (800) 580-8780
Email: ethics.office@fmr.com
Web: MyCompliance.fmr.com
Pre-clearance: preclear.fmr.com (internal) or preclear.fidelity.com (external)
2 | Global Policy on Inside Information
Other policies you should be aware of (available at MyCompliance.fmr.com)
There are other policies that you need to be familiar with, including:
Scope
Policy Requirements
Call your MNPI Designated Contact if you think you may have become aware of inside information
Refrain from sharing inside information with anyone else
Refrain from trading or transferring any security of the issuer to which the inside information relates
Comply with any information barriers to which you are made subject
1 Code of Ethics for Personal Investing
Fund Access Version
Following the rules in letter and in spirit
This Fund Access Version of the Code of Ethics contains rules about owning and trading securities for personal benefit. Certain rules, which are noted, apply both to you and to anyone else who is a covered person (see Key Concepts on page 14).
You have a fiduciary duty to never place your personal interests ahead of the interests
of Fidelitys clients, including shareholders of the Fidelity funds. This means never taking unfair advantage of your relationship to the funds or Fidelity in attempting to benefit yourself or another party. It also means avoiding any actual or potential conflicts of interest with the funds or Fidelity when managing your personal investments.
Because no set of rules can anticipate every possible situation, it is essential that you follow these rules not just in letter, but in spirit as well. Any activity that compromises Fidelitys integrity, even if it does not expressly violate a rule, has the potential to harm Fidelitys reputation and may result in scrutiny or further action from the Ethics Office.
To Do
WHATS REQUIRED
Acknowledging that you understand the rules
When you begin working for Fidelity, and again each year, you are required to:
To Do
Complying with securities laws
In addition to complying with these rules and other company-wide policies, you need to comply with U.S. securities laws
and any other securities laws to which you are subject.
Reporting violations to the Ethics Office
If you become aware that you or someone else has violated any of these rules, you need to promptly
report the violation.
To Do
Call the Ethics Office Service Line at 617-563-5566 or 800-580-8780.
Call the Chairmans Line at 800-242-4762 if you would prefer to speak on a non-recorded line.Disclosing securities accounts
Youmustdiscloseallsecuritiesaccountsthosethat hold covered securities (see Key Concepts onpage 14) and those that do not. You must also dis-close all covered securities held in your coveredaccountsandthosenotheldinanaccount.Thisrule covers not only securities accounts and hold-ings under your own name or control, but alsothose under the name or control (including tradingdiscretion or investment control) of your coveredpersons (see Key Concepts on page 14). It includessecurities accounts held at Fidelity as well as thoseheld at other financial institutions. Informationregarding these holdings must not be more than 45days old when you submit it.
ToDo
Employees newly subject to this rule
Within 10 days of hire or of being notified by the Ethics Office that this version of the Code of Ethics applies to you,you will be asked to certify as to your understanding of the applicable Code of Ethics and, in conjunction with your certification, you will be required to disclose all your securities accounts and holdings in covered securities not held in an account. Submit the most recent statement for each securities account listed to the Ethics Office if not held at Fidelity
Current employees
Moving covered accounts to Fidelity
You and your covered persons need to maintain all covered accounts (see Key Concepts on page 14) at Fidelity Brokerage Services LLC (FBS).
Exceptions No Approval Required
You and your covered persons may open and/or maintain an account(s) at Digital Brokerage Services LLC (DBS) without obtaining prior approval from the Ethics Office.
Exceptions Approval Required
With prior written approval from the Ethics Office, you and your covered persons can maintain a covered account at a broker-dealer other than FBS and/or DBS if any of the exceptions below apply. Note that approval must be obtained prior to opening any new covered account outside FBS (other than at DBS):
To Do
Moving holdings in Fidelity funds to Fidelity
You and your covered persons need to maintain hold- ings in shares of Fidelity funds in a Fidelity account.
Exceptions No Approval Required
Exceptions Approval Required
With prior written approval from the Ethics Office, you or your covered persons can maintain holdings in Fidelity funds in an account outside Fidelity (other than at DBS) if any of the following apply:
To Do
For permission to maintain shares of Fidelity funds in an account at another financial institution, submit a completed Account Exception Request form (available at MyCompliance.fmr.com). Attach a current statement for each account you list on the form. Forward the form and statement(s) to the Ethics Office.
Automatic investment plan
A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) covered accounts according to a set schedule and allocation.
Disclosing transactions of covered securities
You need to disclose transactions of covered securities made by you and your covered persons. For accounts held at FBS and DBS that you have disclosed, the Ethics Office will receive transaction reports automatically. For approved covered accounts held outside FBS or DBS, comply with any Ethics Office requests for duplicate reporting. For any other transactions in covered securities (for example, if you or any of your covered persons purchases interests in a Fidelity-advised investment product in a non-brokerage account outside Fidelity), you need to disclose this transaction information to the Ethics Office.
Exception
To Do
Disclosing gifts and transfers of ownership of covered securities
You need to notify the Ethics Office of any covered securities that you or your covered persons give, donate, or transfer to another party, or that you or your covered persons receive from another party. This includes, among other things, inheritances of covered securities and donations of covered securities to charities.
To Do
Exception
Getting approval before engaging in private securities transactions
You and your covered persons need prior written approval from the Ethics Office for each and every intended investment in a private placement or other private securities transaction in covered securities, including non-public limited entities (e.g., limited part- nerships, LLCs, S Corporations, or other legal entities). This includes any add-on, any subsequent investment, or any investment whose terms materially differ from any previous approval you may have received.
To Do
For private securities transactions offered by a Fidelity company, the Ethics Office will typically preapprove such investments for employees who are offered an opportunity to invest. In such cases, you will receive notification that the offering has been preapproved by the Ethics Office.
Prohibited transaction
You and your covered persons are prohibited from selling and/or offering your privately held shares into an IPO.
Clearing trades in advance (pre-clearance)
You and your covered persons must obtain pre- clearance approval before placing any orders to buy, sell, or tender a covered security (see How to Pre- Clear a Trade in the sidebar). The purpose of this rule is to reduce the possibility of conflicts between personal trades in covered securities and trades made by the funds. When you apply for pre- clearance, you are not just asking for approval, you are giving your word that you and your covered persons:
Generally, requests will not be approved if it is deter-mined that your transaction may take advantage of trading by the funds or create an actual or perceived conflict of interest with fund trades.
Note: If a non-covered person has authority to trade on one of your covered account(s), the non-covered person is also expected to pre-clear trades for that covered account.
The rules of pre-clearance
It is important to understand the following rules before requesting pre-clearance for a trade:
Trade only during the regular market hours, or the after-hours trading session, of the exchange(s) where the security in question is traded.
Place requests for pre-clearance after the market has been open for a while, as pre-clearance is not available right at market opening. To find out when pre-clearance for a given market typically becomes available, visit preclear.fmr.com (internal) or preclear.fidelity.com (external).
Unless an exception listed below applies or the Ethics Office has instructed you otherwise, these pre-clearance rules apply to all your covered accounts including Fidelity accounts and any outside covered accounts that belong to you or any of your covered persons.
Exceptions
You do not need to pre-clear trades or transactions in certain covered securities. These include:
With the prior written approval of the Ethics Office, there are a few situations where you may be permitted to trade without pre-clearing. These situations are:
To Do
Delegating pre-clearance responsibilities
In very limited circumstances, you may, with the prior written approval of the Ethics Office, designate someone to obtain pre- clearance approvals for you. In such a case, the agent is responsible for obtaining the correct approvals, and you are responsible for maintain- ing reasonable supervision over that persons activities related to pre-clearance.
Surrendering 60-day gains (60-Day Rule)
Any sale of covered securities in a covered account will be matched against any purchases of that security, or its equivalent, in the same account during the previ- ous 60 days (starting with the earliest purchase in the 60-day period). Any gain resulting from any matched transactions must be surrendered. For specific informa- tion about how certain option transactions are treated under this rule, see the sidebar and the examples below. In addition, the premium received from the opening of an option position in which the expiration of that contract will occur within the next 60 days must be surrendered (e.g., selling a call to open or selling a put to open that expires within 60 days). Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule.
Exceptioins
This rule does not apply:
To Do
WHATS PROHIBITED
Trading restricted securities
Neither you nor your covered persons may trade a security that Fidelity has restricted. If you have been notified not to trade a particular security, neither you nor your covered persons may trade that security until you are notified that the restriction has been removed.
Selling short
The short position in a particular covered security may not exceed the number of shares of that security held in the same account. This prohibition includes the following actions: selling securities short, buying puts to open, selling calls to open, as well as writing straddles, collars, and spreads.
Exceptions
Participating in an IPO
Neither you nor your covered persons are allowed to participate in an initial public offering (IPO) of securi- ties where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities, and free stock offers through the Internet.
Exceptions
With prior written approval from the Ethics Office, you or your covered persons may articipate if:
To Do
Participating in an investment club
Neither you nor your covered persons may participate in an investment club or similar entity.
Investing in a hedge fund
Neither you nor your covered persons may invest in a hedge fund, alternative investment, or similar invest- ment product or vehicle.
Exceptions
To Do
Excessive trading
Excessive trading in covered accounts is strongly discouraged. In general, anyone trading covered securities more than 60 times (other than Fidelity funds) in a quarter across all his or her covered accounts should expect additional scrutiny of his or her trades. Note that you and your covered persons also need to comply with the policies in any Fidelity fund prospectus concerning excessive trading.
The Ethics Office monitors trading activity and may limit the number of trades allowed in your covered accounts during a given period.
Exception
Selling Short
Selling a security that is on loan to you from a broker- dealer (rather than owned by you) at the time you sell it.
Option transactions
You are not permitted to use the same underlying shares of a security to cover two different option transactions (e.g., if you own 100 shares of a stock, you can sell 1 covered call or buy 1 protec- tive put using those shares to cover your short position, but you cannot execute both option transactions using the same underlying shares).
Buying securities of certain broker-dealers
Neither you nor your covered persons are allowed to buy the securities of a broker-dealer or its parent com- pany if the Ethics Office has restricted those securities.
Trading after a research note
Neither you nor your covered persons are allowed to trade a covered security of an issuer until two full business days have elapsed (not including the day the note was published) since the publication of a research note on that issuer by any Fidelity entity.
Profiting from knowledge of fund transactions
You may not use your knowledge of transactions in funds or other accounts advised by any Fidelity entity to profit by the market effect of these transactions.
Influencing a fund to benefit yourself or others
The funds and accounts advised by Fidelity are required to act in the best interests of their share- holders and clients, respectively. Accordingly, you are prohibited from influencing any of these funds or accounts to act for the benefit of any party other than their shareholders or clients.
For example, you may not influence a fund to buy, sell, or refrain from trading a security that would affect that securitys price to advance your own interests or the interests of a party that has or seeks to have a business relationship with Fidelity.
Attempting to defraud a client or fund
Attempting to defraud a fund or an account advised by any Fidelity entity in any way is a violation of Fidelitys rules and securities law.
Using a derivative to get around a rule
If something is prohibited by these rules, then it
is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.
Additional Rules for Traders,
Research Analysts, and Portfolio Managers
Employees trading for the funds (traders), employees making investment recommendations for the funds (research analysts), and employees who manage a fund or a portion of a funds assets (portfolio managers)
WHATS REQUIRED
Notification of your ownership of covered securities in a research note
You must check the box on a research note you are publishing to indicate any ownership, either by you or your covered persons, of any covered security of an issuer (see Key Concepts on page 14) that is the subject of the research note.
Disclosing trading opportunities to the funds before personally trading
There are three aspects to this rule:
Disclosing information received from an issuer
Any time you receive, directly from an issuer, material information about that issuer (that is not considered inside information), you must check to see if that information has been disclosed to the funds in a research note. If not, you must communicate that information to the funds before you or any of your covered persons personally trade any securities of that issuer.
To Do
Disclosing information about an issuer that is assigned to you
If you are a research analyst, you must disclose in a research note material information you have about an issuer that is assigned to you before you or any of your covered persons personally trade a security of that issuer.
Exception
To Do
Recommending trading opportunities
In addition, you must recommend for the funds, and, if you are a portfolio manager, trade for the funds, a suitable security before personally trading that security.
Trading within seven days of a fund you manage
Neither you nor your covered persons are allowed to trade within seven calendar days (not including the day of the trade) before or after a trade is executed in any covered security of the same issuer (see Key Concepts on page 14) by any of the funds you manage.
Exceptions
You must never let a personal trade prevent a fund you manage from subsequently trading a covered security of the same issuer, if not making the trade would disadvantage the fund. However, you need approval from the Ethics Office before making any trades under this exception. The Ethics Office will need to know, among other things, what new information arose since the date of the trade in your covered account.
A personal trade may precede a fund trade in a covered security of the same issuer when the funds trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the funds holdings in response to fund cash flows.
A personal trade may precede a fund trade in a covered security of the same issuer when the funds trade was conducted as part of the execution of a proportional slice across the fund for cash management or re-balancing purposes.
This exception applies only to discretionary managed accounts (See Key Concepts on page 14) that have received Ethics Office approval.
Legal Information The Code of Ethics for Personal Investing constitutes the code of ethics required by Rule 17j-1 under the Investment Company Act of 1940 and by Rule 204A-1 under the Investment Advisers Act of 1940 for the Fidelity funds, investment advisers or principal underwriters, and any other entity designated by the Ethics Office.
GEODE CAPITAL MANAGEMENT, LLC
CODE OF ETHICS FOR PERSONAL INVESTING,
INSIDER TRADING Y AND CONFLICTS OF INTEREST POLICY
Effective February 2023
Table of Contents
INTRODUCTION
1.
Am I subject to these rules? .......................................................3
2.
Which rules apply to me? ...........................................................4
PART I Rules for All Non-Access Directors, Advisory Employees and Portfolio Managers of Geode ............................................................................5
1.
Acknowledging your acceptance of the rules ...............................7
2.
Complying with Federal Securities Laws ....................................7
3.
Reporting violations to Geode Compliance ..................................7
4.
Disclosing transactions in Covered Securities in limited circumstances. ...........8
PART II Additional Rules for Advisory Employees and Portfolio Managers ........8
1.
Disclosing all securities accounts and holdings in Covered Securities ....................8
2.
Moving securities accounts to Geode-approved broker ...............11
3.
Disclosing transactions in Covered Securities ................................12
4.
Disclosing gifts of securities ..........................................................12
5.
Pre-Clearing Trades .....................................................................13
6.
Getting approval before investing in private securities transactions ............15
7.
Getting approval to trade in Covered Accounts owned by others ..............15
8.
Complying with applicable trading limits ..........................................16
9.
Surrendering 60-day gains ..............................................................16
10.
Communicating your ownership of securities in certain circumstances .......17
11.
Portfolio investment decisions involving a company in which you hold a private investment ...............................................................................................18
12.
Serving as a director .......................................................................18
13.
Trading Hotlist Securities or other restricted securities ......................18
14.
Using short strategies ......................................................................18
15.
Participating in IPOs ........................................................................19
16.
Participating in an investment club ..................................................19
17.
Investing in a hedge fund .................................................................19
18.
Profiting from knowledge of Portfolio transactions ............................20
19.
Influencing a Portfolio to act in a way that benefits you or others ................2020.
Transacting with a Portfolio .............................................................20
21.
Attempting to defraud a Portfolio or the market ................................20
22.
Using a derivative to get around a rule ...............................................20
23.
Complying with Geode Policy on Insider Trading ...............................20
(A)
How you may come into possession of Inside Information? .................21
(B)
What to do when you acquire Inside Information? ..........................21
(C)
Sanctions ...............................................................................24
24. Limitations on Disclosure to Geode Directors . ..24
PART III Additional Rules for Portfolio Managers Only .........................26
1.
Failing to recommend or trade for a Portfolio .......................................26
2.
Trading within seven days of a Portfolio .............................................26
This Code of Ethics for Personal Investing, Insider Trading and Conflicts of Interest Policy (the Code) has been adopted by Geode Capital Management, LLC (Geode). Geode Compliance administers this policy. All violations of this Code will be reported to the Chief Compliance Officer of Geode.
This Code is based on the principle that the officers, directors and employees of Geode owe a fiduciary duty to Geode clients and investors in the funds managed by Geode and must place the interests of Geodes clients and investors above their own. Fiduciary responsibility applies to all of the investment companies advised by Geode or any of its affiliates, as well as to any client account for which Geode or any of its affiliates acts as an investment adviser. Both types of portfolios are referred to in this Code as Portfolios . Among other things, engaging in market timing or late trading of the Portfolios is prohibited.
Geode seeks to avoid actual and apparent conflicts of interest. A conflict of interest arises when there are factors that may prompt a question as to whether a Geode employee is acting solely in the best interests of Geode and its clients. Employees are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests of Geode and its clients. Employees should advise their managers of any situation that could present an actual or apparent conflict of interest, erring on the side of caution in questionable circumstances. Managers who are uncertain whether a situation would be considered a conflict of interest should discuss the matter with Geodes Chief Compliance Officer or General Counsel, as appropriate.
1.
Am I subject to these rules
This Code applies to officers, directors, and employees of Geode who are involved in the management or operations of Geode or the Portfolios.
Three categories of people are distinguished for purposes of this Code:
·
Non- Access Board Members - Directors of Geode who fulfill all of the following conditions will be deemed Non-Access Board Members:
(1)
The Director is not an "interested person" (as defined in the Investment Company Act of 1940) of Geode. A Director will not be deemed an interested person solely by virtue of (i) being a director of Geode and (ii) owning, controlling or holding (directly or indirectly) less than 5% of the outstanding voting securities of Geode; and
(2)
The Director has no involvement with the day-to-day operations of either Geode or any Portfolio; and
(3)
The Director does not have online or other access to nonpublic information regarding trading activities or listings of current securities positions of any Portfolio or investment advisory recommendations or decisions of Geode. Board and committee materials prepared by Geode, attendance at Board and committee meetings, and information provided by or at the direction of Geodes Chief Compliance Officer do not ordinarily constitute such access.
All Directors of Geode are Non-Access Board Members unless Geode Compliance in its sole discretion determines otherwise.
·
Advisory Employees Includes all full-time employees, part-time employees, regular employees and temporary employees of Geode and all officers of Geode, except Non-Access Board Members. Solely for purposes of the Code, Advisory Employees of Geode include temporary employees from agencies and, unless Geode Compliance in its sole discretion determines otherwise, independent contractors. A person is an Advisory Employee regardless of (i) the geographic location where he or she works, and (ii) whether he or she works at a Geode office, at home or at any other non-Geode office.
·
Portfolio Managers Only those Advisory Employees with responsibility for managing a Portfolio, or a portion of a Portfolio, and for making investment decisions for the Portfolio or a respective portion of it. For purposes of this Code, the term Portfolio Managers includes assistant portfolio managers and analysts who primarily support portfolio managers and are involved in the day-to-day management of a Portfolio.
If you qualify for more than one category, your category is the more restrictive category with Portfolio Manager being the most restrictive. You may also be placed in a particular category by designation of Geode Compliance.
Note that some rules apply not only to you, but also to anyone whose relationship to you makes them a Covered Person. This means that the Code can apply to persons owning assets over which you have control or influence or in which you have an opportunity to directly or indirectly profit or share in any profit derived from a securities transaction, which may include:
·
you
·
your spouse , or a domestic partner who shares your household
·
any of your children, stepchildren, and grandchildren, parents, step-parents, grandparents, siblings, parents-, children-, or siblings-in-law (whether related by blood, adoption, or marriage) if such person: (i) shares your household and (ii) is either under 18 or is supported financially by you
·
anyone else who has been told by Geode Compliance that he or she is a Covered Person
This is not an exhaustive list of Covered Persons. Covered Persons may also include immediate family members who live with you that you do not financially support, or immediate family members whom you financially support or financially support you but do not live with you. If you have any doubt as to whether someone is a Covered Person, see Geode Compliance. Geode Compliance retains the discretion to interpret the rules and to decide how they apply to any given situation.
2.
Which rules apply to me?
This Code of Ethics is divided into three parts. Which category you are in determines which parts apply to you.
The rules in Part I apply to all Non-Access Board Members and Advisory Employees. If you are a Non-Access Board Member, these are the only rules that apply to you. These rules are:
1.
Acknowledging your acceptance of the Geode Code
2.
Complying with federal securities laws
3.
Reporting violations to Geode Compliance
4.
Disclosing transactions in Covered Securities in certain limited circumstances
The rules in Part II apply to Advisory Employees. These rules are:
1.
Disclosing all securities accounts and holdings in Covered Securities
2.
Moving (and maintaining) all securities accounts to Geode-approved broker (this requirement does not apply to part-time or temporary employees and independent contractors)
3.
Disclosing transactions in Covered Securities
4.
Disclosing gifts of securities
5.
Pre-clearing trades
6.
Getting approval before investing in private securities transactions
7.
Getting approval to trade in covered accounts owned by others
8.
Complying with applicable trading limits
9.
Surrendering 60-day gains
10.
Communicating your ownership of securities in certain circumstances
11.
Requesting review of Portfolio investment decisions involving an issuer in which you hold a private investment
12.
Getting prior approval to serve as a director
13.
Prohibition on trading in restricted securities
14.
Prohibition on using short strategies
15.
Prohibition on participation in IPOs
16.
Prohibition on participation in an investment club
17.
Prohibition on investing in a hedge fund
18.
Prohibition on profiting from knowledge of Portfolio transactions
19.
Prohibition on inducing a Portfolio to act in ones benefit
20.
Prohibition on transacting with a Portfolio
21.
Prohibition on defrauding a Portfolio
22.
Prohibition on using derivatives to circumvent the rules
23.
Complying with Geode Policy on Insider Trading
24.
Limitations on disclosures to Geode Directors
The rules in Part III apply to Portfolio Managers only. These rules are:
1.
Prohibition on not recommending or trading a suitable security for a Portfolio
2.
Prohibition on trading within 7 days of a Portfolio
PART I Rules for All Non-Access Board Members and Advisory Employees
Following the rules in letter and in spirit
The rules covered in this Policy serve two important purposes one regulatory, the other business. In general, investment firms are required to have rules governing personal securities transactions by people associated with the firm. The rules in this policy were created to address these requirements.
As a Non-Access Board Member and Advisory Employee, you have a fiduciary duty. That means always placing the interests of firm's clients, including the Portfolio shareholders, above your own personal interests. It means never taking unfair advantage of your relationship to the Portfolios or Geode in attempting to benefit yourself or another party. Among other things, engaging in market timing or late trading of the Portfolios is prohibited. And it means never acting in a way that interferes or conflicts with the operation of the Portfolios or Geodes business. Any behavior that violates your fiduciary duty or that even gives the appearance of doing so could harm the company's reputation and business. Among other things, you need to comply with policies in the prospectus or other offering document of any Portfolio as they relate to limits on excessive trading.
Non-Access Board Members (together with their spouses, dependent children and household members) are prohibited from making any political contributions, including in-kind contributions, to an elected official or candidate for state or local office and from engaging in any political fundraising activities to or for such elected official or candidate or his or her Political Action Committee (PAC) to the extent such contribution or activity is in any way connected to Geodes business. In addition, Non-Access Board Members are required to abide by the following requirements:
1.
With regard to those state and local jurisdictions identified by Geode to the Non-Access Board Members in writing from time to time, Non-Access Board Members must pre-clear with Geodes CCO state and local political contributions, including in-kind contributions, to all state and local candidates, Political Action Committees (PACs) and Political Party Committees, and all political fundraising activity, in each case, to be made by themselves or their spouses, dependent children or household members.
2.
Non-Access Board Members should contact Geode Compliance at GCM_Compliance@geodecapital.com with any such pre-clearance requests and should wait until approval is given before making any such contribution.
3.
Subject to the provisions of this Policy and all applicable laws and other restrictions and taking into consideration recordkeeping and reporting requirements, Non-Access Board Members and their family members will generally be permitted to contribute up to any campaign contribution limitations.
4.
Geodes Compliance Department will keep records of all Non-Access Board Members contribution requests made pursuant to this Policy and related information.
5.
Non-Access Board Members will be asked to provide an annual signed certification relating to their political contributions and activity to Geode, which will include an affirmation that the Non-Access Board Members (together with his or her spouse, dependent children and household members) has not made any political contributions that are in any way connected to Geodes business.
Because no set of rules can anticipate every possible situation, its essential that you follow these rules not just in letter , but in spirit as well . Any activity that compromises Geodes integrity, even if it doesnt expressly violate a rule, has the potential to be construed as a violation of your fiduciary duty and may result in scrutiny or further action up to, and including termination.
WHATS REQUIRED
1.
Acknowledging your acceptance of the rules
When you begin working at Geode (or begin service as a Director), and again each year, you are required to acknowledge that you have received and reviewed the Code, indicating that:
·
you understand and will comply with all rules that currently apply to you
·
youll comply with any new or existing rules that become applicable to you in the future
TO DO
If you are a New Non-Access Board Member or Advisory Employee:
·
Sign and return a hard copy of the Acknowledgment Form or acknowledge electronically via StarCompliance within 10 days of hire that you have reviewed the Code.
If you are a Current Non-Access Board Member or Advisory Employee:
·
Acknowledge your acceptance every year by the deadline set for that year by Geode Compliance.
2.
Complying with Federal Securities Laws
In addition to complying with these rules and other company-wide policies, you need to comply with Federal Securities Laws , which means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, the Bank Secrecy Act, and all rules and regulations established under these Acts.
3.
Reporting violations to Geode Compliance
If you become aware that you or someone else has violated any of these rules, you need to promptly report the violation.
Notify Geodes Chief Compliance Officer. The Chief Compliance Officer will keep confidential the identity of the person reporting a violation. No retaliation is permitted or allowed against someone who reports a violation.
4.
Disclosing transactions in Covered Securities in certain limited circumstances .
In the unlikely event that a Non-Access Board Member is provided nonpublic information regarding Portfolios trading in and holdings of Covered Securities or investment advisory recommendations or decisions of Geode with respect to Covered Securities in the Board and committee materials prepared by Geode, through attendance of the Board and committee meetings, or if Geodes Chief Compliance Officer deems that the Board Member needs to know such information in order to fulfill his fiduciary duties, such Board Member will not lose his status as a Non-Access Board Member. Such Board Member will, however, be required to comply with this Part I.4.
A Non-Access Board Member need not file reports of his or her transactions in Covered Securities, as defined in Part II.1, unless at the time of the transaction such Board Member knew, or in the ordinary course of fulfilling his or her duties as a Geode Board Member should have known (from nonpublic information): (a) that one or more of the Portfolios had purchased or sold or was actively considering the purchase or sale of that Covered Security within the 15-day period preceding the Board Members transaction, or (b) that one or more Portfolios would be purchasing, selling or actively considering the purchase or sale of that Covered Security within the 15 days following the Board Members transaction. The knowledge in question is the Board Members knowledge at the time of the Board Members transaction, not knowledge subsequently acquired. If you are required to report a transaction in a Covered Security pursuant to the rule described above, complete a Securities Transaction Report (to be provided by Geodes Chief Compliance Officer) and submit it to Geode Compliance within 30 days of the end of the quarter in which the transaction was completed.
PART II Additional Rules for Advisory Employees
WHATS REQUIRED
1.
Disclosing all securities accounts and holdings in Covered Securities
All Advisory Employees must disclose all securities accounts those that hold Covered Securities (as defined below) and those that do not. You must also disclose all covered securities not held in an account. This rule covers not only securities accounts and holdings under your name or control but also those under the name and control (including trading discretion or investment control) of your Covered Persons (see below). It includes accounts held at Fidelity as well as those held at other financial institutions. Crypto-currency accounts and treasury direct investment accounts do not require disclosure. Information regarding these holdings must not be more than 45 days old when you submit it.
The term Covered Account encompasses a fairly wide range of accounts, including, without limitation, brokerage accounts, 401(k) accounts, IRA accounts, Roth accounts, Health Savings accounts and 529 accounts. Important factors to consider are your actual or potential investment control over an account, whether you benefit financially from an account, and what your family and financial relationships are with the account holder. Examples of Covered Accounts include any account holding Covered Securities (including shares of mutual funds advised or subadvised by Geode) that belongs to any of the following owners:
·
a Covered Person
·
any corporation or similar entity where you, or any of your children, stepchildren, and grandchildren, parents, step-parents, grandparents, siblings, parents-, children-, or siblings-in-law (whether related by blood, adoption, or marriage) sharing your household, are a controlling shareholder or participate in investment decisions by the entity
·
any trust of which you and/or another Covered Person:
o
participate(s) in making investment decisions for the trust;
o
is a trustee of the trust; or
o
is a settlor and you can revoke the trust by yourself and you participate in making investment decisions for the trust and if the Covered Person is the trustee, such Covered Person can revoke the trust by himself or herself and he/she participates in making investment decisions for the trust
·
any account over which you have trading authority, power of attorney or other control
any undertaking or account in which you have or a Covered Person has the opportunity to directly or indirectly profit or benefit from a transaction in a security.
The term Covered Security encompasses most types of securities, including:
shares of a Portfolio that is advised or subadvised by Geode;
o
If you are invested in a mutual fund or exchange-traded fund (ETF) of another company, check the prospectus to see if it is advised or subadvised by Geode. If you are unsure, contact Geode Compliance.
·
shares of stock (of both public and private companies);
·
corporate and municipal bonds;
·
bonds convertible into stock;
·
options on securities (including options on stocks and stock indexes);
·
security futures and futures on broad-based market indexes;
·
shares of ETFs;
·
shares of closed-end funds; and
·
commodity interests (such as futures, options on futures, and swaps).
Exceptions
The following exceptions are not considered Covered Securities (please note that accounts holding non-covered securities still require disclosure):
shares issued by money market funds;
shares of open-end mutual funds that are not advised or subadvised by Geode;
i nterests in 529 College Savings Plans;
·
shares, debentures, or other securities issued by Geode or unregistered Portfolios managed by Geode where the interests held by bona fide institutional clients of Geode equal or exceed 75% of the total net asset value of the outstanding interests in the investment portfolio at the time of issuance to the Geode Advisory Employee or Portfolio Manager;
·
U.S. Treasury securities;
·
obligations of U.S. government agencies and instrumentalities with remaining maturities of one year or less;
·
money market instruments, such as certificates of deposit, bankers acceptances, and commercial paper;
·
currencies (including cryptocurrencies);
·
shares of mutual funds in a Health Savings Account.
TO DO
Newly Hired Advisory Employees
·
Within 10 days of hire or of being notified that this Code applies to you, disclose via StarCompliance all of your securities accounts and holdings of covered securities.
·
Submit most recent statement for each securities account listed that does not have an electronic brokerage feed established with StarCompliance.
Current Advisory Employees
·
Promptly after any new securities account is opened, or a preexisting securities account becomes associated with you (such as marriage or inheritance), add the account with new information into your list of accounts on StarCompliance.
·
Annually, Advisory Employees are required to complete an Annual Accounts and Holdings Report attestation in StarCompliance. The Holdings Report contains a list of Covered Securities positions in accounts with an electronic brokerage feed established with StarCompliance.
·
Advisory Employees with approved external accounts that do not have an electronic brokerage feed established with StarCompliance will be required to update the Holdings Report with Covered Securities positions in these approved external accounts.
2.
Moving securities accounts to Geode-approved broker
While at Geode, you need to maintain your Covered Accounts in which you can trade stocks, bonds, options, futures or shares of mutual funds advised or subadvised by Geode at a broker approved by Geode.
·
Transfer assets to your Geode-approved broker.
·
Close all of your external Covered Accounts except for accounts that you have received permission to maintain.
·
For permission to maintain an external covered account, submit a completed Covered Account Exception Request Form (available on CT System). A current statement for the account must be provided at time of request.
Arrange with the Geode-approved broker for duplicate copies of all your trade confirmations and monthly account statements (including any accounts that are not approved) to be sent to Geode Compliance.
Exceptions
·
This rule does not apply to ac counts that trade only shares of mutual funds that are not advised or subadvised by Geode. If you have a mutual funds account that invests in funds advised or subadvised by Geode, you need to move this account to the Geode-approved broker.
·
Unless notified by Geode Compliance, this rule also does not apply to part-time and temporary employees and independent contractors of Geode.
·
With approval from Geode Compliance, you or a Covered Person can maintain a Covered Account at a financial institution other than the Geode-approved broker if any of the following applies:
it contains only securities that cant be transferred
it exists solely for products or services that are unlike any that Geodes approved broker provides or advises
it exists solely because your spouses or domestic partners employer also prohibits external Covered Accounts
it is a managed account that is professionally managed by Geode or a third party registered investment adviser who has discretionary trading authority over the account (a discretionary managed account)
it is associated with an ESOP (employee stock option plan) or an ESPP (employee stock purchase plan) in which a related Covered Person is the participant
it is required by a direct purchase plan, a dividend reinvestment plan, or an automatic investment plan with a public company (collectively, DPPs) in which regularly scheduled investments are made or planned
it is required by a trust agreement
it is associated with an estate of which you are the executor, but not a beneficiary, and your involvement with the account is temporary
the holdings are maintained in a retirement plan or other defined benefit or defined contribution plan that prohibits the transfer of these holdings to the Geode-approved broker
you can show that transferring the holdings would create a significant hardship
3.
Disclosing transactions in Covered Securities
You need to disclose transactions in Covered Accounts that involve Covered Securities ( including transactions in shares of mutual funds advised or subadvised by Geode) . For accounts held at Fidelity, Compliance receives transactions and holdings information. The information is stored in the StarCompliance.
TO DO
·
Disclose any transactions in Covered Securities that would not otherwise be reported to Geode Compliance (for example, if you inherit stock that is in the form of certificate shares). Disclose these transactions to Geode Compliance via StarCompliance within 30 days of the end of the quarter in which the transaction was completed.
·
Each quarter, Advisory Employees are required to complete the Quarterly Account and Transaction Report attestation in the StarCompliance. The Transaction Report contains a list of Covered Securities transactions in accounts with an electronic brokerage feed established with StarCompliance.
·
Advisory Employees with approved external accounts that do not have an electronic brokerage feed established with StarCompliance will be required to update the Transaction Report with Covered Securities transactions in these approved external accounts.
Exceptions
·
You do not have to report transactions in a Covered Account if the transactions are being made under an Automatic Investment Plan (see definition below) , the details of which have been provided to Geode Compliance. For these purposes, an Automatic Investment Plan is a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) Covered Accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan.
·
You do not have to report transactions in a Covered Account if the transactions are being made through discretionary managed account, previously approved by Geode Compliance.
4.
Charitable Gift Accounts and disclosing gifts of securities
You need to notify Geode Compliance of any Covered Securities that you or a Covered Person gives, donates, or transfers to another party, or that you or a Covered Person receives from another party. This includes, among other things, inheritances of securities and donations of securities to charities.
You are not required to disclose Charitable Gift Accounts to Geode Compliance if your investment control is limited and you cannot benefit financially from the account.
TO DO
·
Disclose transactions in the Quarterly Transaction Report within 30 days following the end of the quarter during which the gift or transfer was made. This includes donations or transfers of covered securities to a Charitable Gift Account.
5.
Pre-Clearing Trades
Purpose
The purpose of this rule is to reduce the possibility of conflicts between trades in Covered Accounts and trades made by the Portfolios. When you apply for pre-clearance, youre not just asking for approval, you are also stating that you:
·
dont have any Inside Information on the security you want to trade
·
are not using knowledge of actual or potential Portfolio trades to benefit yourself or others
·
believe the trade is available to the general investor on the same terms
·
will provide any relevant information requested by Geode Compliance
Rules relating to pre-clearance
You and any Covered Person must clear in advance all proposed orders to buy or sell a Covered Security. Its important to understand the following rules before requesting pre-clearance for a trade:
·
You have to apply for pre-clearance on the same day you want to trade and prior to placing the trade.
·
Pre-clearance approval is only good for one trading day and only for up to the number of shares you pre-clear. If you dont use it that trading day, it expires.
·
Place day orders only (orders that automatically expire at the end of the trading session). Good-till-cancelled orders (such as orders that stay open indefinitely until the market price of a security reaches a specified price) are not permitted.
·
Check the status of all orders at the end of the trading day and cancel any orders that havent been executed that trading day. If any Covered Person leaves an order open (or places a trade after the close on a day a trade is approved) and it is executed the next day (or later), it will generate a violation that will be assigned to you.
·
Unless an exception listed below applies or Geode Compliance has instructed you otherwise, these pre-clearance rules apply to all of your Covered Accounts including both accounts at the Geode-approved broker and any other brokerage accounts.
Exceptions
You dont need to pre-clear trades in certain Covered Securities. These include:
·
shares of open-ended mutual funds including funds advised or subadvised by Geode.
·
shares of ETFs (other than single stock ETFs, which are prohibited).
·
options and futures that are based on an index (e.g., S&P 100 and S&P 500) or ETFs (other than single stock ETFs) .
·
commodities, options or futures on actual commodities (such as, grains or metals traded on a commodities exchange) or commodity indexes
·
·
·
·
currency warrants
·
options or futures based on one or more instruments that are not covered securities (e.g., currencies, U.S. Treasuries)
·
Trades in all other options and futures need to be pre-cleared
With the prior approval of Geode Compliance, there are a few situations where you may be permitted to trade without pre-clearing. These situations are:
·
transactions in a Covered Account if the transactions are being made through discretionary managed account, previously approved by Geode Compliance.
·
Purchases made through an automatic, regular program (ESPP, DRIPs, etc.,) that has been disclosed to and approved by Geode Compliance in advance. Please note that redemptions must be pre-cleared.
·
when you can show that repeated rejection of your pre-clearance request is causing a significant hardship.
Prohibited Trades
Generally, requests will not be approved if we determine your transaction may take advantage of or hinder trading by the Portfolios.
·
A personal trade will not be permitted if any account at Geode holds such security and current day aggregate portfolio trading exceeds 10% of the securitys average trading volume in the market for the last five days. All Advisory Employees and Portfolio Managers of Geode are subject to this restriction.
·
Trading in a Geode managed ETF after market close is prohibited. An exception to trading after market close is allowed only in an approved account that is professionally managed by a third party.
·
Trading in single stock ETFs
Geode reserves the right to reject, in its sole discretion, any proposed trade.
TO DO
1.
Login to StarCompliance and complete the pre-clearance request template. Submit the request electronically to Geode Compliance. You will receive a response to your request via e-mail.
2.
Do not trade unless you receive approval to trade.
3.
Place your order. Be sure your order is for the same security, direction, and quantity (or a lesser quantity) as your pre-clearance approval. Do not place a good-till-cancelled order.
4.
Check the status of your order at the end of the day.
5.
Cancel any orders that havent been filled.
6.
Getting approval before investing in private securities transactions
You or any Covered Person needs prior approval from Geode Compliance to invest in any private placement or other private securities transaction in Covered Securities. Note the additional restrictions under the heading Requesting review of Portfolio investment decisions involving an issuer in which you hold a private investment that apply to you.
TO DO
·
Before investing in any private investment, fill out a Private Transaction Request Form ( available on StarCompliance).
·
Get the necessary approval from your manager, division head, or other authority, as described on the request form.
·
Submit the request to Geode Compliance and await approval.
·
If approved, disclose via StarCompliance the final transaction within 30 days of the end of the quarter in which it was completed.
7.
Getting approval to trade in Covered Account s owned by others
Generally, you may not exercise trading authority over an account that does not fall under the definition of Covered Account (i.e., that is not subject to reporting to Geode).
However, with prior approval from Geode Compliance, you can maintain and exercise trading authority over an account owned by a member of your family, even if it does not fall under the definition of Covered Account. Once approved, such account will be subject to the same reporting rules as your Covered Accounts.
TO DO
If you are a New Advisory Employee
·
Take immediate steps to terminate any authority you may have to trade Covered Securities in a non- Covered Account.
·
To request an exception from this rule, submit a request to Geode Compliance. Dont direct any trades in the account until you get written approval from Geode Compliance.
If you are a Current Advisory Employee
·
If you want to trade in an account that may qualify for an exception, submit a request to Geode Compliance. Dont direct any trades in the account until you get written approval from Geode Compliance.
8.
Complying with applicable trading limits
Excessive trading is strongly discouraged. In general, anyone placing more than 60 trades in a quarter should expect additional scrutiny of their trades. Geode Compliance monitors trading activity and may limit the number of trades allowed in your Covered Accounts during a given period.
Exceptions
This rule does not apply to transactions made in a discretionary managed account, previously approved by Geode Compliance .
·
Comply fully and promptly with any trading limits placed on your Covered Accounts by Geode Compliance.
9.
Surrendering 60-day gains
Any sale of Covered Securities in a Covered Account will be matched against any purchases of that security, or its equivalent, in the same account during the previous 60 days (starting with the earliest purchase in the 60-day period). Any gain resulting from any matched transactions must be surrendered to Geode. Proceeds will be donated to a charity of Geodes choice. For specific information about how option transactions are treated under this rule, see the examples below.
Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule.
Exceptions
This rule does not apply:
·
to transactions in securities that are not considered Covered Securities.
·
to shares of open-ended mutual funds including funds advised or subadvised by Geode.
·
to transactions in ETFs (other than single stock ETFs, which are prohibited) .
·
to transactions in options and futures that are based on an index or ETF (other than single stock ETFs) .
·
to transactions in commodities, options and futures on actual commodities (such as, grains or metals traded on a commodities exchange) or commodity indexes.
·
to transactions in options or futures based on one or more instruments that are not covered securities (e.g., currencies, US Treasuries).
·
to transactions made in a discretionary managed account, previously approved by Geode Compliance.
·
when the rule would prevent you from realizing a tax loss on a proposed trade.
TO DO
·
Before trading a security in a Covered Account that might trigger this rule, make sure you understand how much may have to be surrendered. The calculation may be complicated, especially if options or multiple prior purchases could be involved. If you have any doubt, contact Geode Compliance.
Option transactions under the 60-Day Rule
Option transactions can be matched in two ways:
to prior purchases of the underlying security
to prior option transactions in the opposite direction.
When matching an option transaction to prior purchases of the underlying security, selling a call and buying a put are treated as sales and will be matched to any purchases of the underlying security made during the preceding 60 days.
When matching an option transaction to prior option transactions, a closing position is matched to any like opening positions taken during the preceding 60 days.
Exercising an option
The initial purchase or sale of an option, not the exercise or assignment of the option, is matched to any opposite transactions made during the preceding 60 days.
The sale of the underlying securities received from the exercise of an option will also be matched to any opposite transactions made during the period.
Automatic liquidation
There is no exception to the 60-Day Rule for the selling of securities upon the automatic exercise of an option that is in the money at its expiration date. To avoid surrendering 60-day gains that would result from an automatic liquidation, you need to cancel the automatic liquidation before it happens.
Corporate Actions
The 60-Day Rule generally does not apply to mandatory or voluntary trading of securities through a corporate action. For example, participation in a tender offer initiated by a company to repurchase shares outstanding is not considered a matched trade as defined in this Code of Ethics, and therefore is not subject to the 60-Day Rule.
However, should an employee purchase securities after receiving notification of such offer, the 60-Day Rule still stands in effect.
10.
Communicating your ownership of securities in certain circumstances
If you make any communication that is intended to influence or may influence a Portfolios decision to buy, hold or sell a security while you are holding such security in a Covered Account or while you or any Covered Person decided to place a trade in such security, you must disclose the information about your personal interest in the security to the person responsible for the investment decisions of the Portfolio and to Geode Compliance at the same time as you are making such communication.
11.
Portfolio investment decisions involving a company in which you hold a private investment
If you or your Covered Person make a private investment in a company in compliance with Section 6 above, and subsequently you play a material role in a Portfolios decision to buy, hold or sell securities of that company, you must take the following steps:
·
Disclose the private interest to the person(s) making the investment decision about the security in question.
·
Contact Geode senior management and obtain an independent review of any decision to buy the securities for your assigned Portfolio(s) before buying for the Portfolio(s).
12.
You need to get approval in advance to serve as a director or trustee of a publicly traded company or a privately held company that is likely to issue shares. Approval depends on a determination that the activity would be in the best interests of the Portfolios and their shareholders. Prior approval is required for other activities as well, including accepting additional employment outside of Geode or participating in an activity that may create an actual or perceived conflict of interest with Geode.
TO DO
If you are a New Advisory Employee
·
Request approval to continue to participate in any covered activities by completing an Outside Activities and Affiliations Request Form (available in StarCompliance).
If you are a Current Advisory Employee
·
Request approval before participating in any covered activities by completing the form mentioned above.
WHATS PROHIBITED
13.
Geode Advisory Employees and Portfolio Managers are prohibited from trading any securities that appear on restricted securities lists maintained by Geode Compliance. The restricted securities lists are updated on an as needed basis in the StarCompliance system and generate an automated denial when employees attempt to pre-clear transactions in securities identified on the lists.
14.
Not permitted in any Covered Account :
·
selling a security that is on loan to you from a broker dealer (rather than owned by you) at the time you sell it (a short position ) if the short position in that security that exceeds the same Covered Accounts long position in that security (or its equivalent); this prohibition includes buying puts to open, selling calls to open, and selling securities short.
Permitted in any Covered Account :
·
selling short a given number of shares of a security while holding the same number of shares, or more, of the security in your Covered Account.
·
Options or futures based on one or more instruments that are not covered securities (i.e., currencies, U.S. Treasuries).
·
Options and futures that are based on an index (e.g., S&P 100 and S&P 500) or ETFs (other than single stock ETFs) .
15.
A Covered Person is not allowed to participate in an IPO (initial public offering) where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities , and free stock offers through the Internet. With prior approval from Geode Compliance, you may participate if:
·
you have been offered shares because you already own equity in the company
·
you have been offered shares because youre a policyholder or depositor of a mutual company that is reorganizing into a stock company
·
your spouse or domestic partner has been offered shares because of his or her employment with the company
TO DO
·
Request approval to participate in an IPO that may qualify as an exception from Geode Compliance.
·
Dont participate in any IPO without written approval from Geode Compliance.
16.
No Covered Person may participate in an investment club or similar entity.
17.
No Covered Person may invest in a hedge fund, alternative investment, or similar investment product or vehicle.
Exceptions
·
Investment products or vehicles issued or advised by Geode.
·
A hedge fund, alternative investment, or similar investment product or vehicle that you bought prior to your designation as a Covered Person at Geode. New Geode Covered Persons may maintain existing hedge fund investments until the first liquidation opportunity. This exception is subject to the prior approval of Geode Compliance.
To Do
·
Request approval to invest in an investment product or vehicle issued or advised by Geode from Geode Compliance.
·
Request approval to maintain existing hedge fund investments that may qualify as an exception from Geode Compliance.
18.
You may not use your knowledge of transactions in Portfolios advised by Geode to profit by the market effect of these transactions.
19.
Influencing a Portfolio to act in a way that benefits you or others
The Portfolios advised or subadvised by Geode are required to act in the best interests of their shareholders and clients . Accordingly, you are prohibited from influencing any of these Portfolios to act for the benefit of any other party other than its shareholders or clients .
For example, you may not influence a Portfolio to buy, sell, or refrain from trading a security in order to affect that securitys price to advance your own interests or the interests of a party that has or seeks to have a business relationship with Geode.
20.
No Covered Person may engage in any transaction with a Portfolio other than in the regular performance of business duties, or permitted purchases or sales of Portfolio shares .
21.
Attempting to defraud a Portfolio or the market in any way is a violation of Geode policies and federal law.
22.
If something is prohibited by these rules, then its also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, options on futures, and other types of derivatives.
23.
Complying with Geode Policy on Insider Trading
The following is the Geodes policy governing Inside Information, which is information about a company that is both Material and Nonpublic (as defined below). These rules apply regardless of whether you have obtained the Inside Information as a part of your job. These rules apply to any use of information obtained during your period of employment with Geode, even if that use occurs after your employment is terminated. The law imposes severe sanctions for violations of the insider trading laws, and Geode takes very seriously the need to ensure compliance with the securities laws and its own policies.
In order to understand and comply with this policy, you need to understand two definitions. These definitions may be broader than the applicable legal standards because Geodes policies in some respects apply a higher standard that that required by the Federal Securities Laws. These definitions are:
Material
Information is Material if there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decision, or if public disclosure of that information would reasonably be expected to affect the price of the security or related securities of the company. The information need not be so important that it would have changed the investors decision to buy or sell.
Nonpublic
Information is Nonpublic when it has not been disseminated in a manner making it available to investors generally. Information is public when it has been made available to investors generally by such means as national business and financial news services (e.g., Dow Jones, Bloomberg or Reuters), and national news services (e.g., Associated Press, New York Times or Wall Street Journal). These are only examples and information may become public in other ways.
If you are in doubt as to whether information that you have may be considered to be Material or Nonpublic, do not trade in any security issued by the company in question and do not disclose that information to anyone else. Contact Geodes General Counsel and/or Chief Compliance Officer and the General Counsel and/or Chief Compliance Officer will advise you as to whether the information you have is Inside Information.
(A)
How you may come into possession of Inside Information?
You may come into possession of Inside Information in a variety of ways. For example:
·
In the course of seeking Geodes concurrence with a proposed corporate action, the company may disclose Inside Information that it believes would be pertinent to Geodes evaluation of that proposed action.
·
In a discussion with an employee of a company, you may learn information about the company that is Inside Information.
·
You may learn Inside Information through personal sources, such as your spouse whose company is involved in a transaction, or even from overhearing elevator conversations.
The fact that you have learned Inside Information does not mean that you have done anything wrong. To the contrary, there are situations where you could learn Inside Information about a public company as a necessary part of performing your job. At the same time, where you do not need Inside Information in order to do your job, you should try to avoid receiving it.
(B)
What to do when you acquire Inside Information?
1.
CONTACT GEODES GENERAL COUNSEL AND/OR CHIEF COMPLIANCE OFFICER.
·
If there is a question about whether the information is Inside Information, contact Geodes General Counsel and/or Chief Compliance Officer who will make that determination and advise you. Do not tell anyone else about the information, including your manager.
·
Geodes General Counsel and/or Chief Compliance Officer will give you instructions as to what you should do. Those instructions may include the following:
-
You may be told the information does not constitute Inside Information and that you are free to trade securities issued by the company in question and to disclose the information.
-
You may be instructed that the information is Inside Information and may not be disclosed to anyone else without express clearance from Geode Compliance.
-
You may be asked to sign a Confidentiality Letter or to follow additional procedures intended to preclude your communicating the Inside Information to others within Geode who do not know the Inside Information.
-
A code name for the project or company may be designated. Once a code name is designated, that code name is to be used in all communications on the subject, whether these communications are in writing or oral.
2.
DO NOT TRADE IN ANY SECURITIES OF THE ISSUER.
·
any of your personal accounts;
·
any account in which you exercise investment discretion, including any account held by a Covered Person, any account held by a corporation in which you are a shareholder or officer, and any account for which you serve as trustee, guardian or executor;
·
any account over which you have trading authority as part of your job or on the basis of having actual control over the account, whether via a power of attorney or otherwise;
·
any account managed by Geode; and
·
any account administered by Geode.
3.
DO NOT DISCLOSE THE INFORMATION TO ANYONE ELSE, EXCEPT AS SET FORTH BELOW.
To avoid disabling all Geode businesses and employees from trading in securities of a particular company when only one of them has Inside Information about that company, it is often necessary to create information barriers to wall off those who know from those who do not know the information. By restricting the knowledge to those who learned of it as well as those who have a need to know it those who do not know remain free to act with respect to the securities involved. Without information barriers, the knowledge of one part of the organization could be imputed to the entire organization. To avoid this risk, you must be aware of and follow the procedures set forth below:
4.
Take other steps to protect the confidentiality of Inside Information
(C)
Sanctions
Violations of this policy may in some cases also constitute violations of law and of the rules of regulatory and self-regulatory organizations. Penalties for violating applicable laws and regulations are severe, and may include substantial fines against those who misuse Inside Information, against their supervisors and management, and against Geode, as well as jail sentences, industry bars, or a combination of these sanctions.
If you violate this policy, whether or not your conduct violates applicable laws or regulations, you will be subject to disciplinary action by Geode up to and including dismissal.
24.
Limitations on Disclosure to Geode Directors
You may not disclose to a Geode director any nonpublic information (as defined above) regarding trading activities or listings of current securities positions of any Portfolio or investment advisory recommendations or decisions of Geode, without the prior permission of the Chief Compliance Officer. If you believe that such information has become public, you should contact Geode Compliance and receive an express clearance from the Chief Compliance Officer before disclosing such information to Geode directors.
25. Outside Business Activity and Affiliations
Any Advisory Employee that wishes to initiate an employment relationship outside of Geode or to engage in activity outside of work listed below or of a nature which could present a conflict of interest with his or her job (together, Outside Business Activity or OBA) must obtain written approval (which may be electronic) from Geode prior to entering into an Outside Business Activity. This requirement also applies to new Advisory Employees who have not yet received approval to continue an OBA. In either case, the Advisory Employee must obtain approval from his or her manager and Geode Compliance. In certain cases, depending on the nature of the activity, Geode Compliance may also involve Geodes Chief Operating Officer or General Counsel. Advisory Employees are required to resubmit their approval request for reconsideration whenever they change an OBA or whenever there is a significant change in the nature or scope of the OBA.
Below is a list of Outside Business Activities that require written approval from Geode. It is important to note, it is not possible to anticipate every situation that could present a conflict of interest or which could interfere with an Advisory Employee's ability to effectively perform his or her job. Accordingly, if an Advisory Employee believes that any OBA could raise such an issue, the Advisory Employee should follow this policy even if the particular activity is not covered in the following list.
·
Employment or self-employment of any sort (regular or temporary, full-time or part-time, employee or independent contractor) outside of Geode.
·
Becoming a director, officer, partner or trustee of any organization or business. (Approval is not required if the employee is acting as a director, officer, partner or trustee of a social, political, religious, or charitable group or endeavor, as long as the activity does not fall within one of the other categories requiring managerial and compliance approval.)
·
Raising money for any business venture.
·
Participating in a private securities transaction or receiving any compensation for any securities transaction.
·
Any activity where an employee manages or advises a portfolio or effects security transactions for any organization, including a nonprofit organization., regardless of whether the individual receives compensation or other remuneration.
·
Running for political office or accepting an appointment to a governmental or political position.
·
Testifying as an expert witness,
·
Accepting speaking engagements (i.) which include statements that may be considered as sales or marketing information about Geode or its products or services, or (ii.) for which the individual receives compensation or other remuneration. (Speaking engagements that are related to the employee's job or profession and do not involve the matters identified in this paragraph do not require approval under this policy.)
·
Writing publications (i.) which involve discussion of Geode, Geode's products or services, or systems or technology, (ii.) which may be considered as sales or marketing literature, or (iii.) for which the individual receives compensation or other remuneration. (Publications that are related to the employee's job or profession and do not involve the matters identified in this paragraph do not require approval under this policy.
Outside Business Activities that present an actual or apparent conflict of interest or that unacceptably interfere with the Advisory Employee's job, as determined by Geode, will not be approved. Approved OBAs generally are to be carried out in such a way that they do not interfere with the Advisory Employee's job or involve the inappropriate use of Company time, equipment, facilities or other resources. In addition, the Advisory Employee may not in any way lead anyone to think that Geode is sponsoring or otherwise related to or endorsing the Advisory Employee's activity. In some cases, approval of the activity may be conditioned on the employee's advising the outside source that Geode is not sponsoring the employee's activity.
Approval for Outside Business Activities is processed using the SC system under the Advisory Employee profile. OBA requests are directed to managers and Geode Compliance for review and approval within the StarCompliance system. All documentation related to the OBA is also maintained within the StarCompliance system.
HOW WE ENFORCE THESE POLICIES
Geode Compliance
Geode Compliance reviews and reconciles the information it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of the rules in this document, Geode Compliance will investigate the matter and may contact you.
If it is determined that you or another Covered Person has violated a rule, Geode Compliance will notify Senior Management who may take responsible action . This may take the form of:
·
a warning
·
·
a limitation or ban on personal trading
·
dismissal from employment
·
referral of the matter to civil or criminal authorities
Geode takes all rule violations seriously. You should be aware that other securities laws and regulations not addressed by these rules may also apply to you, depending on your role at Geode.
Exceptions
In cases where exceptions to these rules are noted and you may qualify for them, you need to get prior approval from Geode Compliance. The way to request any particular exception is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an exception that is not discussed in the rules, youre encouraged to submit a written request to Geode Compliance. Your request will be considered by Geode Compliance in consultation with members of the Senior Management, if appropriate, and youll be notified of the outcome.
These rules create an obligation of Advisory Employees and Portfolio Managers to Geode and the Portfolios. These rules, however, are not a promise or contract, and may be modified at any time. Geode retains the discretion to decide whether any rule applies to a specific situation, and how it should be interpreted.
WHATS PROHIBITED
1.
You may not refrain from timely recommending or trading a suitable security or commodity interest for a Portfolio in order to avoid an actual or apparent conflict of interest with a transaction in that security or commodity interest in one of your Covered Account s . Any time you receive, directly from an issuer, material information about that issuer that is publicly available, you must check to see if that information has been disclosed to Geode. If not, you must communicate that information to Geode before you trade any securities of that company in a Covered Account.
2.
Trading in a Covered Account within seven calendar days before or after a trade is executed in the same issuer by any of the Portfolios you manage (or are involved in the day-to-day management of) is not permitted.
There are several exceptions to this rule:
·
Transactions coinciding with index Portfolio trades. This prohibition does not apply to purchases and sales of securities by Portfolio Managers, which would otherwise violate this prohibition solely because the transactions coincide with trades made by a passively managed Geode index Portfolio that fully replicates its corresponding index. With regard to coinciding trades made by an actively managed Geode index Portfolio, the prohibition will not apply if the coinciding trades were made pursuant to a program trade or standing order, the sole purpose of which is to maintain the weighting of each of the Portfolios securities in proportion to the weighting of each of the corresponding securities within the applicable index.
·
Transactions coinciding with discretionary managed account, previously approved by Geode Compliance. This prohibition does not apply to purchases and sales of securities by Portfolio Managers of retail managed accounts, which would otherwise violate this prohibition solely because the transactions coincide with trades in a discretionary Covered Account.
·
When the rule would work to the disadvantage of a Portfolio. You must never let a trade in a Covered Account prevent a Portfolio you manage (or are involved in the day-to-day management of) from subsequently trading the same security or commodity interest if not making the trade would disadvantage the Portfolio. However, you need approval in advance from Geode Compliance before making any trades under this exception. Geode Compliance will need to know, among other things, what new information arose since the date of the Covered Account trade.
·
When the conflicting Portfolio trade results from standing orders. A Covered Account trade may precede a Fund trade in the same security or commodity interest when the Funds trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the Funds holdings in response to Portfolio cash flows.
·
When the conflicting personal trade or fund trade is in an ETF (other than a single stock ETF, which is prohibited) or option on an ETF (other than a single stock ETF) .
·
When the conflicting personal trade or fund trade is in options and futures that track broad-based indexes. B road-based indexes are defined as (1) having a minimum of 30 securities; and (2) no one security represents more than 25% of the index.
·
When the conflicting personal trade or fund trade is in options or futures on commodity indexes.
·
When the conflicting personal trade or fund trade is in options or futures based on one or more instruments that are not covered securities (e.g., currencies, US Treasuries).
TO DO
·
Before trading personally, consider whether there is any likelihood that you may be interested in trading that security or commodity interest in your assigned Portfolios within the next seven calendar days. If so, refrain from trading in a Covered Account.
·
If a Portfolio you manage has recently traded a security or commodity interest, you must delay any Covered Account trades in that security or commodity interest until the eighth calendar day after the most recent trade by the Portfolio.
·
Contact Geode Compliance immediately to discuss any situation where these rules would work to the disadvantage of the Portfolios.
Legal Information
The Code of Ethics for Personal Investing constitutes the Code of Ethics adopted by Geode to comply with the provisions of Rule 17j-1 under the Investment Company Act of 1940, the provisions of Rule 204A-1 under the Investment Advisers Act of 1940, the provisions of Rules 204-2(a)(12) and 204-2(a)(13) under the Investment Advisers Act of 1940 and to prevent violations of insider trading laws. Geode is required to provide a copy of this Code, and any amendments to it, to all directors, officers and employees covered under it.
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