The Terms of Use were last modified on December 9, 2016.

READ BEFORE CONTINUING – YOUR ACCEPTANCE OF TERMS OF USE

Before investing, consider the funds’ or 529 Plans’ investment objectives, risks, charges, and expenses. Contact Fidelity or your investment professional or visit institutional.fidelity.com for an offering statement, prospectus or, if available, a summary prospectus containing this information. Read it carefully.

FMR LLC is pleased to provide you with the products, services, content, tools, and information on all Fidelity Sites (the term “Fidelity Sites” refers to all Fidelity websites as well as to the content on them). Your use of Fidelity Sites is subject to the following Terms of Use (“Terms”).

These Terms are a binding contract between you and the Fidelity entities listed below, as well as their affiliates (“Fidelity”). By using or accessing the Fidelity Sites, you accept and agree to be bound by these Terms. Your use of Fidelity Sites is governed by the version of the Terms in effect on the date each Fidelity Site is accessed by you. Fidelity may modify these Terms at any time and without prior notice. You should review the most current version of this document by visiting the Fidelity Sites, including but not limited to the institutional.fidelity.com website, and clicking on the “Terms of Use” hyperlink located at the bottom of the page. These Terms are in addition to any other agreements between you and Fidelity, including any customer or account agreements, and any other agreements that govern your use of products, services, content, tools, and information available on the Fidelity Sites.

Contents

• Use of Fidelity Sites
• Fidelity Investments’ companies
• Mutual funds and variable annuities
• Workplace savings plans
• 529 College Savings Plan
• Institutional Investor
• Information for foreign investors
• No investment recommendations or professional advice
• Forward-looking statements
• Copyright policy, linking policy, and trademarks
• Third-party content and sites
• Timeliness of content
• Prohibited uses
• Means of access
• Password security and notification
• Disclaimer of warranties
• Limitation of liability
• Indemnification
• Changes to Fidelity Sites
• Termination
• Governing law and forum
• Severability

Use of Fidelity Sites

The Fidelity Sites are intended only for your personal, non-commercial use, unless you and Fidelity have agreed otherwise in writing.

Fidelity Investments’ companies

The following is a list of the primary Fidelity entities that make available products and services on institutional.fidelity.com. The products referred to on the institutional.fidelity.com web pages presented by Fidelity Investments Institutional Services Company, Inc are generally available only through an intermediary.

FMR LLC is the parent company of various Fidelity entities. Some of these entities are financial services companies that may be registered under federal or state laws.

Registered Investment Products (including mutual funds, Treasury management products, and ETFs) and collective investment trusts managed by Fidelity Management Trust Company (FMTC) are offered by Fidelity Distributors Company LLC (“FDC”) a registered Broker Dealer. Fidelity Institutional Asset Management (FIAM) investment management services, including the FIAM strategies, are managed by the Fidelity Investments companies of FIAM LLC, a U.S. registered investment adviser, or Fidelity Institutional Asset Management Trust Company, a New Hampshire trust company (FIAM TC). FIAM products and services may be presented by FDC, or Fidelity Brokerage Services, LLC, Member NYSE, SIPC, both non-exclusive financial intermediaries that are affiliated with FIAM and compensated for such services.

Fidelity Institutional Asset Management^SM (“FIAM”)

FIAM provides investment services through FIAM TC, a New Hampshire trust company; FIAM LLC, a U.S. registered investment adviser; the Fidelity Institutional Asset Management division of FMR Investment Management (UK) Limited, a U.K. registered investment manager and U.S. registered investment adviser (FMRIM-UK); and the Fidelity Institutional Asset Management division of Fidelity Management & Research (Hong Kong) Limited, a Hong Kong and U.S. registered investment adviser (FMRHK). FIAM LLC may use the name Pyramis Global Advisors or Pyramis as an additional business name under which it conducts its advisory business.

FIAM claims compliance with the Global Investment Performance Standards (GIPS^®). In conducting its investment advisory activities, FIAM utilizes certain assets, resources and investment personnel of FMR Co. and its affiliates, which do not claim compliance with GIPS^®. In addition, Fidelity Investments Canada ULC (“FIC”), which is a Fidelity Investments company, and FIAM are separate firms, each claiming compliance with GIPS.

Fidelity Investments

“Fidelity Investments” and/or “Fidelity” refers collectively to FMR LLC, a U.S. company, and its subsidiaries, including but not limited to Fidelity Management & Research Company (FMR Co.), and FIAM.

Fidelity Management Trust Company

Fidelity Management Trust Company (FMTC) is a Massachusetts limited purpose trust company and Fidelity Investments entity, and was established to provide investment management and trustee services to corporate and public retirement plans, endowments, foundations and other institutional investors. FMTC also provides IRAs and other retirement products to retail retirement customers. Collective Investment Trusts (CITs) are not mutual funds. FMTC CITs are commingled pools of the Fidelity Group Trust for Employee Benefit Plans, and are managed by FMTC. FMTC, as trustee of the Fidelity Group Trust for Employee Benefit Plans, has claimed an exemption from registration under the Commodity Exchange Act and is not subject to registration or regulation under the Act. FMTC CITs are only available to qualified investors and may not be offered to the general public.

Fidelity mutual funds and the Fidelity Destiny Plan: Fidelity Distributors Corp., 100 Salem Street, Smithfield, RI 02917

Fidelity transactional and administrative services: Fidelity Investments Institutional Operations Company, Inc., 100 Salem Street, Smithfield, RI 02917

Mutual funds and variable annuities

For more complete information on any fund or variable annuity offered in your state, including expenses and any applicable charges and fees, please order a free prospectus. Read the prospectus carefully before you invest or send money.

Workplace savings plans

Some of the funds and services described on the Fidelity Sites may not be available or appropriate in a workplace savings plan. Individual employers can provide information on any investment restrictions associated with their 401(k), 401(a), 403(b), or 457 savings plans, or nonqualified deferred compensation plans at work. Or, if an employer’s workplace savings plan is already with Fidelity, information on investment options is available by calling the toll-free retirement benefits line or by logging on to Fidelity NetBenefits^®.

529 College Savings Plan

The Fidelity Advisor 529 Plan is offered by the state of New Hampshire and managed by Fidelity Investments. If your client or the designated beneficiary is not a New Hampshire resident, your client may want to consider, before investing, whether their home state or the designated beneficiary’s home state offers its residents a plan with alternate state tax advantages.

Units of the College Savings Plan Portfolios are municipal securities and may be subject to market volatility and fluctuation.

Before investing, consider the Plans’ investment objectives, risks, charges, and expenses. Contact Fidelity for a Fact Kit containing this information. Read it carefully.

Institutional Investor

The Institutional Investor and Consultant views on institutional.fidelity.com are intended for institutional investors. For purposes of the the Institutional Investor and Consultant views, the term “Institutional Investor” includes but is not limited to sophisticated non-retail investors such as investment companies, investment advisers, plan sponsors, endowments, foundations, governmental entities, and high net worth natural persons. Certain products and investment services may only be offered to Institutional Investors who are also accredited investors, qualified purchasers, and/or qualified institutional buyers as defined by the U.S. federal securities laws.

Information for foreign investors

The Fidelity Sites are intended to be made available only to persons in the United States, and the information on this website is only for such persons. Nothing on the Fidelity Sites shall be considered a solicitation to buy or an offer to sell a security, or any other product or service, to any person in any jurisdiction where such offer, solicitation, purchase, or sale would be unlawful under the laws of such jurisdiction.

Persons outside of the United States should go to www.fidelity.com/global/global.html, which will direct them to the appropriate overseas website of Fidelity’s non-U.S. affiliates. Fidelity’s non-U.S. affiliates, Fidelity Worldwide Investments (FIL Limited), Fidelity Investments Canada ULC, Fidelity Investments Management (H.K.) Limited, Fidelity Investments Japan, Fidelity Brokerage Services Japan LLC, and FIL Distributors, Pembroke, Bermuda, offer products and services designed specifically for overseas investors. Investment professionals interested in information about Fidelity Advisor World Funds, which are sold to eligible investors outside the United States, should go to advisor.fidelity.com/offshore.

For Institutional Investors outside the United States, FIAM investment management products and services may be presented by Fidelity Investments Canada ULC or FIL Limited, both non-exclusive financial intermediaries that are affiliated with FIAM and compensated for such services.

No investment recommendations or professional advice

Generally, the Fidelity Sites and any materials or documents found therein are not intended to provide tax, legal, insurance, or investment advice, and nothing on the Fidelity Sites and any materials or documents found therein should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Fidelity or any third party. However, certain tools available on the Fidelity Sites may be deemed to provide general investment education based upon your or your client’s personalized input. In any event, the shareholder and/or the shareholder’s Investment Professional alone are solely responsible, as applicable, for determining whether any investment, security, or strategy, or any other product or service, is appropriate or suitable for the shareholder based on his investment objectives and personal and financial situation. The shareholder should consult an attorney or tax professional regarding his specific legal or tax situation. Since Fidelity does not provide legal or tax advice, we encourage you to consult your own lawyer, accountant or other advisor before making a decision.

Forward-looking statements/past performance is no guarantee of future results

This site may include materials and documents containing forward-looking statements which are based on our opinions, expectations and projections as of the date made. FIAM undertakes no obligation to update or revise any forward-looking statements and users should check the “as of” dates of all published materials. Actual results could differ materially from those anticipated in the forward-looking statements. Past performance is no guarantee of future results. In addition, FIAM, its affiliates and staff may own or have positions in any investment mentioned herein or any investment related thereto and from time to time add to or dispose of any such investment.

Copyright policy, linking policy, and trademarks

The Fidelity Sites are protected by applicable copyright laws. Accordingly, you may not copy, distribute, modify, post, or frame-in the Fidelity Sites, including any text, graphics, video, audio, software code, user interface design, or logos without prior Fidelity permission.

Unless you and Fidelity have agreed otherwise, links from another website to a Fidelity Site must resolve to the top-level homepage of a Fidelity domain. If you are interested in linking to the Fidelity Investments Institutional Services Company website or particular content, please contact your Relationship Manager or forward your request, including your name, phone number, and firm name, to Fidelity AdvisorXchange. In order to avoid confusion if you do link from another website to a Fidelity top-level homepage, your website, and the link itself, may not suggest that Fidelity endorses, sponsors, or is affiliated with any non-Fidelity website, entity, service, or product, and may not make use of any Fidelity trademarks or service marks other than those contained within the text of the link.

All trademarks and service marks on the Fidelity Sites belong to FMR LLC or an affiliate, except third-party trademarks and service marks, which are the property of their respective owners. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Fidelity with the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
2. A description of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are the subject of a single notice, a representative list of such works;
3. An identification of the allegedly infringing material, and a description of where that material is located on the Fidelity Sites;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that use of the disputed material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement by you, made under penalty of perjury, that the information you provide in your notice is accurate and that you are the owner of the allegedly infringed copyright, or that you are authorized to act on behalf of the copyright owner.

Fidelity’s Agent for Notice of claims of copyright infringement can be reached as follows:

Third-party content and sites

The Fidelity Sites may include general news and information, commentary, interactive tools, quotes, research reports, and data concerning the financial markets, securities, and other subjects. Some of that content is supplied by companies that are not affiliated with Fidelity (“Third-Party Content”). Most Third-Party Content is available through framed areas or through hyperlinks to third-party websites, and its source is clearly and prominently identified.

Although Third-Party Content may be framed-in on the Fidelity Sites or available through a link to a third-party site, Fidelity does not prepare, edit, or endorse Third-Party Content. Fidelity therefore does not guarantee its accuracy, timeliness, completeness, or usefulness, and is not responsible or liable for any content, advertising, products, or other materials on or available from third-party sites. You will use Third-Party Content only at your own risk.

In order to comply with applicable laws and regulations, Fidelity may at times exclude content with respect to securities of issuers that are the subject of public offerings made available to certain of Fidelity’s direct brokerage customers, or otherwise.

THE THIRD PARTY CONTENT IS PROVIDED ON AN “AS-IS” BASIS. THE THIRD PARTY CONTENT PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

THE THIRD PARTY CONTENT PROVIDERS AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, LICENSORS, OFFICERS, DIRECTORS OR EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE THIRD PARTY CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Timeliness of content

All content on the Fidelity Sites is presented only as of the date published or indicated, and may be superseded by subsequent market events or other reasons. In addition, you are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data.

Prohibited uses

Because all servers have limited capacity and are used by many people, do not use Fidelity Sites in any manner that could damage or overburden any Fidelity server, or any network connected to any Fidelity server. Do not use Fidelity Sites in any manner that would interfere with any other party’s use of the Fidelity Sites.

Means of access

The Fidelity Sites are generally intended to be viewed by a conventional Web browser with a screen resolution of 1024 by 768 pixels or greater. Although you may use other means to access the Fidelity Sites, be aware that the Fidelity Sites may not appear accurately through other access methods, and you use them only at your own risk.

You should not access the Fidelity Sites through devices or services that are designed to provide high-speed, automated, repeated access, unless such devices are approved or made available by Fidelity.

Certain parts of the Fidelity Sites are protected by passwords or require a login. You may not obtain or attempt to obtain unauthorized access to such parts of the Fidelity Sites, or to any other protected materials or information, through any means not intentionally made available by Fidelity for your specific use.

Password security and notification

If you have a Personal Identification Number (PIN) for access to nonpublic areas of the Fidelity Sites, you are solely responsible for all activities that occur in connection with your PIN. Accordingly, you should not disclose your PIN to anyone else. Notify Fidelity immediately if you become aware of any disclosure, loss, theft, or unauthorized use of your PIN.

Disclaimer of warranties

FIDELITY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES ABOUT THE FIDELITY SITES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE FIDELITY SITES ARE MADE AVAILABLE TO YOU “AS IS” AND “AS AVAILABLE,” AND FIDELITY DOES NOT WARRANT THAT ANY DEFECTS OR INACCURACIES WILL BE CORRECTED. FIDELITY DOES NOT WARRANT THAT THE FIDELITY SITES WILL MEET YOUR NEEDS, OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. FIDELITY ALSO MAKES NO WARRANTY THAT THE RESULTS OBTAINED FROM THE USE OF THE FIDELITY SITES WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE FIDELITY SITES WILL MEET YOUR EXPECTATIONS. THIS PROVISION MAY NOT APPLY TO PARTICIPANTS IN CERTAIN EMPLOYER-SPONSORED WORKPLACE SAVINGS PLANS.

Limitation of liability

FIDELITY WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, TRADING LOSSES, OR DAMAGES THAT RESULT FROM USE OR LOSS OF USE OF THE FIDELITY SITES AND THIRD-PARTY CONTENT; INCONVENIENCE; OR DELAY). THIS IS TRUE EVEN IF FIDELITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

FIDELITY WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS RESULTING FROM A CAUSE OVER WHICH FIDELITY DOES NOT HAVE DIRECT CONTROL. THIS INCLUDES FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT OR COMMUNICATIONS LINES (INCLUDING TELEPHONE, CABLE, AND INTERNET), UNAUTHORIZED ACCESS, VIRUSES, THEFT, OPERATOR ERRORS, SEVERE OR EXTRAORDINARY WEATHER (INCLUDING FLOOD, EARTHQUAKE, OR OTHER ACT OF GOD), FIRE, WAR, INSURRECTION, TERRORIST ACT, RIOT, LABOR DISPUTE AND OTHER LABOR PROBLEMS, ACCIDENT, EMERGENCY, OR ACTION OF GOVERNMENT.

IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR IF YOU ACCESS THE FIAM WEBSITE SOLELY THROUGH AN ARRANGEMENT WITH YOUR EMPLOYER OR PLAN SPONSOR, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification

As a condition of your use of the Fidelity Sites, you agree to indemnify and hold Fidelity and its third-party providers harmless from and against any and all claims, losses, liability, costs, and expenses (including but not limited to attorneys’ fees) arising from your use of the Fidelity Sites, or from your violation of these Terms. This provision may not apply to participants in certain employer-sponsored workplace savings plans.

Changes to Fidelity Sites

Unless otherwise agreed, Fidelity may discontinue or modify the Fidelity Sites at any time without prior notice to you, and you accept those modifications if you continue to use the Fidelity Sites.

Termination

Fidelity may terminate your access to the Fidelity Sites for any reason, without prior notice.

Governing law and forum

Unless otherwise agreed, these Terms and their enforcement are governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts of law, and shall inure to the benefit of Fidelity’s successors and assigns, whether by merger, consolidation, or otherwise. This provision may not apply to participants in certain employer-sponsored workplace savings plans.

Severability

If a court of competent jurisdiction deems any provision unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.