STANCERA DUE DILIGENCE QUESTIONNAIRE

Transcription

1 STANCERA DUE DILIGENCE QUESTIONNAIRE Date: Tuesday, Setember 22, 2009 Comany: Site: Reviewers: Contacts: Pyramis Global Advisors International Growth Equity Modesto, CA and Boston, MA (via video conferencing) Paul Harte (Investment Consultant SIS) StanCERA Staff StanCERA Due Diligence Committee Members Art Greenwood, Senior Vice President 1

2 A. History, Ownershi and Exerience A1. Please rovide a descrition of your firm s history including years in business and historic ownershi. FMR LLC, which is commonly referred to as Fidelity Investments is a rivately-owned financial services firm founded in 1946 by Edward Johnson 2 nd, the father of the current Chairman, Edward Johnson 3 rd. FMR LLC established Pyramis Global Advisors in 2005 as a wholly owned subsidiary to focus on institutional clients. Pyramis investment team was initially formed through the migration of investment rofessionals from Fidelity Management & Research Comany (FMR Co.), the mutual fund division of Fidelity. In addition, Pyramis gained the institutional sales and client services oerations of Fidelity Management Trust Comany (FMTC). A2. List the total number of institutional clients and account assets gained and lost for this and each of the last five calendar years: (Firm-side Gain/Loss) Gained Gained Lost Lost FIRM # of Clients Assets ($MM) # of Clients Assets ($MM) 2009 (YTD) 19 5, , , , , , , , , , Please also list the same information (assets gained and lost) as it secifically relates to the International Growth Equity roduct that StanCERA has invested with Pyramis. A3. Describe the firm s underlying hilosohy and mission statement. Pyramis Global Advisors is a client-focused investment comany with an unwavering commitment to eole, rocess, and technology. We are driven to generate suerior investment erformance and exceed our client's exectations for results, innovation, and integrity. Pyramis' rimary goal is to be a trusted rovider of world-class institutional asset management solutions for our clients. Pyramis extensive global research caabilities and commitment to risk management enable us to deliver on that romise. Our clients also benefit from informed client service and renowned thought leadershi on ension and investment issues. Pyramis overall investment hilosohy is based on a clear understanding of the otential for added value from consistently good security selection. We believe that the rosects for, and valuation of, individual comanies can be redicted with greater degree of accuracy than can macroeconomic factors and themes. Therefore, with fundamental bottom u research as a tool, stock selection rovides the most reliable method to exloit market inefficiencies on a consistent basis. 2

3 A4. What have been the changes in staff (secifically those devoted to institutional clients) in the ast three years? (Please list additions and deartures for each staff erson groued by calendar year and include the osition or role of that staff erson). Historical turnover of investment rofessionals has been low. The majority of investment rofessional turnover has occurred because associates have either been romoted to more senior ositions or have left the firm to attend business school. Over the ast three years, the following changes have taken lace within Pyramis at the cororate level: Bob Reynolds, Fidelity s chief oerating officer and vice chairman, retired effective July 1, In Bob s role as COO, he oversaw Fidelity Management and Research (FMR Co). The FMR Co. Management team (Walter Donovan, President, Equity Division; Boyce Greer, President, Fixed Income Division; Dwight Churchill, President, Investment Services) will now reort to Edward C. Johnson 3 rd. Roger Lawson was named resident of FMR LLC in the summer of Abby Johnson became resident of Personal and Worklace Investing in early From June 2005 to early 2008, she served as resident of Fidelity Emloyer Services Comany (FESCo) in June Previously, she served as resident of Fidelity Management & Research Comany (FMRCo). Patrick Mc Nelis was named Executive Vice President, Global Sales and Distribution for Pyramis Global Advisors in Aril In this osition, Mc Nelis leads Pyramis sales activities globally, manages the Client Services and Consultant Relations grous and related suort, and has resonsibility for Channel Services. Mc Nelis has more than 23 years of exerience in the institutional investment management business. Kevin Uebelein was named President and CEO of Pyramis Global Advisors in June Mr. Uebelein brings more than 22 years of exerience in the global institutional investment management business. Candy Race was named Senior Vice President of Marketing, Pyramis Global Advisors in January 2009 after the retirement of Jane Jameison, Executive Vice President, Marketing, Pyramis Global Advisors. Bill Dailey, Senior Vice President and Chief Administrative Officer, assumed resonsibility as Chief Financial Officer for the firm in June 2009 uon the dearture of Mike Howard, CFO of Pyramis Global Advisors. Deartures In March 2007, Jeffrey W. Smith, executive vice resident of sales and consultant relations, left FMTC after 13 months of service to ursue other career oortunities. In February 2008, Drew Lawton, President of Pyramis Global Advisors Trust Comany, left to ursue other career interests. In June 2008, Peter Smail, President and CEO of Pyramis Global Advisors, retired. In January 2009, Jane Jameison, Executive Vice President, Marketing, Pyramis Global Advisors, retired. In June 2009, Mike Howard, CFO of Pyramis Global Advisors, assumed a new role within Fidelity s broader Asset Management business. 3

4 A5. What overall changes have been made in staffing over the ast three calendar years? Has there been a significant increase or decrease in the size of staffing or rotation of staff between accounts? The majority of investment rofessional turnover occurs because associates have either been romoted to more senior ositions or have left the firm to attend business school. For uroses of confidentiality, we do not divulge the names or reasons for investment rofessionals who have dearted the firm. The table below rovides investment rofessional staffing data on Fidelity s investment rofessionals worldwide (equity and fixed income) located in Fidelity s investment centers. PMs Analysts Traders Total YTD 2009* , *As of June 30, These figures reflect the resources of FMR Cor, a U.S. comany, and its subsidiaries, and Fidelity International Limited, a non-u.s. comany and affiliate, and its subsidiaries. Analysts include both Research Analysts and Research Associates. A6. Have your comany or rincial officer(s) been involved in any litigation or other legal roceedings over the ast three years related to your investment activities? From time to time, in the regular course of its business, Pyramis Global Advisors (including directors, officers, and emloyees of Pyramis) may be involved in legal roceedings including, but not limited to claims for monetary or non-monetary relief, bankrutcy, receivershi or similar roceedings. There have been no material legal roceedings ending against Pyramis in the ast three years. A7. When did the SEC last audit your firm? Please note any material findings or recommendations. PGATC is not registered with the SEC as an investment advisor. PGATC is a New Hamshire limited-urose trust bank. As a bank, PGATC is exemt from SEC registration under the Investment Advisers Act of 1940 and is therefore not required to file Form ADV. PGA LLC is an adviser registered with the SEC under the Advisers Act. Since PGA LLC was first registered with the SEC on December 2, 2004, it has not yet been examined by the SEC staff. 4

5 B. Firm Overview: Ownershi, Offices Organization, Clientele B1. Please rovide a descrition of your firm s ownershi. FMR LLC (Fidelity Investments), founded in 1946 by the Johnson family, is fully owned by active emloyees (51%) and the Johnson family (49%). Pyramis Global Advisors Trust Comany (PGATC) and Pyramis Global Advisors, LLC (PGA LLC) are indirect wholly-owned subsidiaries of FMR LLC. PGATC and PGA LLC are direct subsidiaries of PGA Holdings Cor., which is the sole shareholder of PGATC and PGA LLC. There have been no ownershi changes since the incetion of PGATC and PGA LLC and none are anticiated in the foreseeable future. B2. Are there any anticiated changes in ownershi in the next twelve months? Private ownershi has rovided Fidelity with a stable latform to ursue long-term business goals and there are no lans to change this ownershi structure. B3. List the city location(s) of your firm s office(s) and headquarter office. Pyramis cororate headquarters and rimary investment offices are currently located in Smithfield, Rhode Island. Pyramis maintains additional offices in Canada, the United Kingdom and Hong Kong. We have listed Pyramis institutional investment offices below: Location Function Merrimack, NH (USA) Portfolio Management & Research Smithfield, RI (USA) Portfolio Management & Research, Marketing, Technology, Administration, Distribution and Client Service London Portfolio Management & Research, Administration, Distribution and Client Service Toronto Portfolio Management & Research Hong Kong Portfolio Management & Research, Administration B4. Are there any anticiated significant changes in the location of your office(s)? There are no anticiated changes to the locations of our offices. B5. Does your firm have a business continuity lan that would allow for the firm to occuy alternative office sace in the event that your firm s current office sace cannot be used due to some unforeseen disaster, interrution of necessary building services (such as electricity) or other reason? At Pyramis, significant resources, including staff, time, facilities and equiment, are dedicated to managing our Business Continuity Program. This rogram allows us to continue to rovide the full sectrum of financial services in the event of an incident affecting oerational functions, alications, networks, and/or building sites. Our goal is to rovide uninterruted service; and in so doing ensure that our clients interests, as well as our own, are best rotected. Pyramis is able to leverage Fidelity-wide resources as well as invest secifically in a business unit Business Continuity Plan. Cororate Fidelity has established an Enterrise-wide Business Continuity (EBC) team that drives business contingency lanning efforts. This team rovides guidance, training, exertise and governance to all Fidelity business units. 5

6 EBC maintains strong ties with Federal, state and local agencies (e.g., Homeland Security, Police, Fire, etc.) that have jurisdiction over event management for each Fidelity location. EBC is resonsible for emergency event management and alternate site readiness. They also rovide oversight of business unit continuity lans and testing ractices, which culminates in a semiannual scorecard that is indeendently sent to business unit residents. EBC assigns a business continuity liaison to work with the Pyramis continuity lanner, who in turn works with each business function reresentative, alication owner, and network owner to evaluate the business requirements and identify alternative facilities, equiment and essential ersonnel to ensure that rocedures are in lace to quickly recover from any tye of business interrution. The main goals of the Pyramis Business Continuity Program are to: Understand and anticiate a disrution in service Create awareness and avoid comlacency Establish, test and maintain recovery rocedures The rogram documents the lanning and recovery rocesses required to maintain our critical business functions during an unexected business interrution and throughout the recovery. It is guided by rocedures that involve all emloyees and vendors and is subject to eriodic audits. B6. List the investment-related service(s) that your firm rovides including investment mandate management, investment consulting, trading, brokerage, custodial or other services. Pyramis is engaged in investment management and trustee services. Pyramis affiliated comanies offer a number of different services that include but are not limited to investment management, real estate management, benefits outsourcing, and brokerage. Pyramis offers clearly-defined traditional long-only, equity, fixed income, asset allocation and alternative discilines to meet secific client investment objectives. Pyramis serves cororate and ublic emloyee ension and retirement funds, endowments and foundations and other institutional investors. Pyramis offers its investment strategies through commingled ools, searate accounts and limited artnershis. Pyramis is able to draw uon significant resources for the benefit of clients through its own investment latform as well as drawing uon the resources of FMR Co. B7. Provide a firm-wide organization chart showing your firm s investment-related business and other suortive functions. The business unit of Pyramis Global Advisors grou of affiliates (Pyramis) consists of: Pyramis Global Advisors, LLC (PGA LLC), an investment adviser registered with the Securities and Exchange Commission (SEC), the Ontario Securities Commission and the Australian Securities Investment Commission (ASIC) ursuant to a Class Order Exemtion; Pyramis Global Advisors Trust Comany (PGATC), a New Hamshire limited urose trust comany; Pyramis Canada ULC, an Ontario-registered investment adviser; Pyramis Global Advisors (UK) Limited (Pyramis-UK), a UK limited comany registered with the Financial Services Authority; Pyramis Global Advisors (Hong Kong) Limited (Pyramis-HK), a Hong Kong limited comany registered with the Securities and Futures Commission and with ASIC ursuant to a Class Order Exemtion; Pyramis Distributors Cororation LLC (PDC), a broker-dealer registered with the Financial Industry Regulatory Authority (FINRA); and Fidelity Investments Canada ULC (FIC), 6

7 an adviser and mutual fund dealer registered in all rovinces of Canada. Investment services are rovided by PGA LLC, PGATC, Pyramis-UK, Pyramis-HK, and/or Pyramis Canada ULC. Pyramis Global Advisors Holding Cor. (PGAHC) is the holding comany for the grou of Pyramis affiliates. PGAHC is a wholly owned subsidiary of FMR LLC, which is the arent comany of a grou of related comanies commonly referred to as Fidelity Investments (Fidelity). B8. Does your firm have any non-investment mandate management business? Yes. Any non-investment mandate management revenue is related to trust, custody, and administrative services. B9. List the number of institutional clients firm wide by asset size in each of the following categories: Account* Size Public Funds Other Clients $1 Million - $100 Million 129 1,538 $100 Million - $250 Million $250 Million - $1 Billion Over $1 Billion 4 26 Please also list the same information as it secifically relates to the International Growth Equity roduct that StanCERA has invested with Pyramis. Account* Size Public Funds Other Clients $1 Million - $100 Million $100 Million - $250 Million 4 10 $250 Million - $1 Billion 8 8 Over $1 Billion 1 1 * Accounts are calculated as each individual client mandate. Therefore, on average, there are multile accounts er client. 7

8 C. Portfolio Team International Growth Equity C1. Provide detailed biograhical information for each member of the International Growth Equity ortfolio team that is running the StanCERA ortfolio including education, degree(s), certification(s), charter(s), and years with the firm and years in the industry. Michael C. Strong, Lead Portfolio Manager Mike Strong is an institutional ortfolio manager at Pyramis Global Advisors, a unit of Fidelity Investments. He is lead ortfolio manager for the Pyramis International Growth strategy. Prior to assuming his current role, Mike was an investment director resonsible for Fidelity s institutional international equity strategies. Prior to joining Fidelity in 1998, he sent almost 10 years as a senior investment consultant at Watson Wyatt in London. Prior to that, Mike was the investment manager for Ford Motor Comany s Euroean Pension Plans. Mike earned a Bachelor of Arts degree in Economics from the University of Manchester, England. Peter Hadden, Portfolio Manager Peter Hadden is a ortfolio manager at Pyramis Global Advisors, a unit of Fidelity Investments. In this role, he co-manages several institutional ortfolios including the Euroean segment of the Pyramis International Growth strategy. Prior to joining Pyramis in 2005, Peter was Senior Portfolio manager at Putnam Investments beginning in 2000, where he managed several international growth funds for the International Growth Equities grou. From 1996 to 2000, he was a senior analyst in the secialty growth equities grou. He also served as a cororate bond analyst. He began his investing career in 1988 with The Bank of New England and has 20 years of exerience. Peter earned a Bachelor of Arts degree in Political Science from Clark University and a Master s degree in Business Administration from Harvard University. Stehen Oler, CFA, Portfolio Manager Stehen Oler is a ortfolio manager at Pyramis Global Advisors, a unit of Fidelity Investments. In this role, he manages the Euroean equity ortfolio of the Pyramis International Growth strategy. Prior to joining Pyramis in 2005, Stehen was chief investment officer and Lead Portfolio Manager in the emerging markets grou at Putnam Investments. During his tenure at Putman from 1997 to 2005, he also served as a senior member of the international core grou and as manager of an international equity fund. From 1996 to 1997, he was with Temleton Investment Counsel and served as a Latin American equities analyst and lead ortfolio manager of Latin American fund. He also managed global and international equity accounts for institutional clients. Stehen began his career in 1985 at Baring Asset Management where he was vice resident and ortfolio manager in the London office. In 1989, he moved to Baring s Boston office as an analyst following consumer stales, healthcare services and medical devices stocks. He also served as director and ortfolio manager following Canadian, U.S., and emerging market equities. He has more than 22 years of investment industry exerience. Stehen earned a Bachelor of Arts degree in History from the University of Pennsylvania and a Master of Philosohy degree in International Relations from King s College, Cambridge 8

9 University, in the United Kingdom. He is a Chartered Financial Analyst charterholder and a member of the Boston Security Analyst Society. Cedric De La Chaise, Portfolio Manager, Euroean Equities Cedric is a Portfolio Manager in the Euroean Equities Grou at Fidelity Investments. Based in London, he is resonsible for managing an-euroean equity ortfolios on behalf of institutional clients. Prior to assuming his current role, he was an Assistant Portfolio Manager for Fidelity s Euroean Growth fund. Previously, Cedric served as Sector Leader for the Consumer Team and managed the Global Consumer Sector Fund, was a Sector Leader for Euroean Financials, and worked as an Equity Analyst covering Euroean media, insurance, retailers, and micro-ca stocks. He joined Fidelity in Cedric earned his M.Sc. from Warwick Business School. Eileen Dibb, Portfolio Manager, Jaanese Equities Eileen is a Portfolio Manager in the Jaanese Equities Grou. Prior to assuming her current role at Pyramis, Eileen was resonsible for research and analysis of Asian stocks. In this role, she researched and analyzed stocks with a core focus on Jaan, Taiwan, Korea, and Australia and made stock recommendations for holdings in a global equity ortfolio managed by Fidelity Investments. Prior to joining Fidelity in 2005, Eileen was vice resident and regional analyst at Wellington Management Comany where she created an investment rocess that is global in scoe, bottom-u, and fundamental. She managed dedicated Jaan ortfolios that ranged across styles and market caitalizations and emloyed quantitative and fundamental research. Prior to joining Wellington in 1999, she was an international equity analyst at DuPont Pension Fund beginning in Eileen also served in a number of roles at The Dai-ichi Mutual Life Insurance Comany from 1992 through Eileen earned a Bachelor of Arts degree in International Relations and Jaanese Studies from Bucknell University and a Master s degree in Business Administration from The Wharton School at the University of Pennsylvania. She is a Chartered Financial Analyst (CFA) charterholder and serves on the Board of Directors of the Boston Security Analysts Society. She comleted a oneyear rogram of study at the Center for Jaanese Studies at Nanzan University in Nagoya, Jaan and is fluent in Jaanese. John Lo, Portfolio Manager, Pacific Basin ex-jaan Equities John is a Portfolio Manager at Fidelity Investments. Based in Hong Kong, he is resonsible for managing Pacific Basin ex-jaan accounts. Prior to assuming his current role, he managed the Asian equities ortion of global emerging market ortfolios and other institutional accounts. Previously, John was a select leader for Asian emerging markets, managed a Malaysia equity fund, and worked as an equity research analyst covering the tobacco, food, and gaming sectors in Asian emerging markets. Before joining Fidelity in 1993, John was a Cororate Advisory Executive at Ernst & Young in Malaysia. John has 14 years of industry exerience. John earned his B.Sc. in Economics from the University of Wales College Cardiff and his M.B.A. from Manchester Business School. 9

10 Brian Hoesly, CFA, Institutional Portfolio Manager Brian is an institutional ortfolio manager at Pyramis Global Advisors, a Fidelity Investments Comany. He is a lead ortfolio manager for the international growth strategy. Prior to joining Fidelity in 2005, Brian was a vice resident at Wellington Management, working with clients invested in multile strategies, including International Equities and asset allocation. He actively conducted ortfolio reviews on a wide array of strategies articulating erformance, rocess, holdings, and investment themes on behalf of ortfolio management teams. Prior to that, he served in the roduct and investment areas of Mellon Trust, the global data research grou at Interactive Data Cororation, and with Kidder, Peabody & Co., Inc. Brian earned his B.S. from the University of Wisconsin and his M.B.A. from Boston University. He is a CFA charterholder. Chris Steward, CFA, Institutional Portfolio Manager Chris is an institutional ortfolio manager at Pyramis Global Advisors, a Fidelity Investments Comany. He is a lead ortfolio manager for the international growth strategy. Prior to joining Fidelity in 2005, Chris was a vice resident at Wellington Management. In that role, he conducted investment reviews with rosects and clients on fixed income and asset allocation roducts. Prior ositions included service with the global asset allocation grou at Putnam Investments, five years as a ortfolio manager in the global bond grou at Scudder, Stevens & Clark, and five years as an analyst in various caacities with the Federal Reserve Bank of New York. Chris earned his B.S. from Vassar College and his M.A. in Economics from Cambridge University. In addition to being a CFA charterholder, Chris has also authored and co-authored numerous texts, including one used for the CFA rogram. C2. Describe the decision-making rocess between investment rofessionals on the International Growth Equity team. Each International Growth account is managed by a team comrising four ortfolio managers who are each individually accountable for the erformance of his/her regional ortfolio, and a lead ortfolio manager who is resonsible for total ortfolio erformance, both in terms of imlementing active regional allocation olicy and ensuring that the total EAFE ortfolio meets client objectives. C3. Which ortfolio managers work on StanCERA account(s) and who is ultimately resonsible for the decision-making of the comosition of the ortfolio? In the International Growth investment rocess, the ortfolio managers select stocks for their regional ortfolios and this rocess usually contributes 85%-90% of the active return. The role of the lead ortfolio manager has a more indirect, but crucial, imact on the ortfolio. The lead ortfolio manager is ultimately resonsible for total ortfolio erformance, both in terms of imlementing active regional allocation olicy, an asect of ortfolio construction where we are attemting to add value at the margin, and in ensuring that the total EAFE ortfolio meets client objectives. The lead ortfolio manager communicates with the regional ortfolio managers on a daily basis and determines whether each regional ortfolio manager is erforming inline with client exectations and guidelines. An examle of the lead ortfolio manager s imact on the ortfolio 10

11 can be found in March 2003, when the lead ortfolio manager determined a change of direction was required in the Pacific Basin ex-jaan ortfolio. This ultimately led to a change in the ortfolio manager for this region. This change resulted in a ortfolio that is more consistent with the overall ortfolio s growth orientation. C4. Provide a functional organization chart that shows the secific ositions or titles of emloyees that oversee the International Growth Equity accounts? C5. Provide a detailed exlanation of how the decision-making body oerates for International Growth Equity. Include in the exlanation the inuts, range and limits of decisions reached by the various articiants in the rocess. The ortfolio managers make buy and sell decisions based on the research and ratings inut from our research analysts (which include the combined resources of Pyramis, Fidelity Investments and FIL) and their own rofessional judgment and exertise. Our extensive, in-deth research coverage ensures that there is never a shortage of buy ideas. The challenge for ortfolio managers is to narrow the universe of buy ideas to those stocks best suited for an International Growth ortfolio. While analyst recommendations are a key inut to the buy/sell decision, ortfolio managers use discretion in determining which stocks to buy or sell and may, on occasion, override an analyst s recommendation based on market knowledge or exertise in a articular stock. The regional ortfolio managers determine the size of each stock s active osition in their ortfolios, and sector and country relative active weights are a residual of the stock selection rocess. A full active weighting of ± 3 ercentage oints only occurs where both the analyst and the ortfolio manager have strong conviction. Such full weightings tend to be a small minority of the holdings in the ortfolio. 11

12 To be assigned a buy rating by an analyst, stocks must tyically exhibit all or a majority of the following characteristics: Strong to-line growth Imroving rofitability Positive earnings surrises Proactive management Positive secular trends Attractive valuations In addition, ortfolio managers for the International Growth strategy seek comanies with management that has demonstrated the ability to generate organic growth regardless of the market environment. Analysts may downgrade stocks to a sell rating in resonse to the following factors: Target rice is achieved. Analysts set a target rice for each security and when that target rice is achieved, the rosects for that security are reevaluated. If an analyst judges that current valuations are excessive relative to future growth rosects, comanies are then downgraded. This action can cause the ortfolio manager to reduce or sell a osition comletely. Change in fundamentals. Deterioration in comany fundamentals or deterioration in industry/sector trends relative to the analyst s exectations can also trigger a sell decision. Better otential elsewhere. Analysts are continually uncovering new stock ideas through their fundamental analysis. Portfolio managers may sell stocks to generate cash for exloiting new oortunities. C6. When ortfolio client-mandate changes must be imlemented, what methods are used to coordinate and monitor comliance? On a daily basis, the regional ortfolio managers monitor the ortfolios to ensure they remain within the strategy s arameters. In addition, the chief investment officer in each regional office reviews the ortfolios relative to their benchmarks on a quarterly basis. An imortant element of the investment rocess is the regular monitoring of all client ortfolios to ensure comliance with client guidelines and overall consistency of investment style. Every quarter, chief investment officers in our regional offices review each ortfolio relative to similar ortfolios and to their benchmarks. Active industry and security allocations are analyzed and managers exlain the investment theses that suort their largest active ositions. The intent is not to discourage active ositions, but rather to ensure that ortfolio managers have conviction and are able to suort the reasoning behind their decisions. This rocess highlights where managers are taking active risks and revents unintended risk from having an imact on ortfolios. In addition, sohisticated systems allow ortfolio managers to monitor their ortfolios relative to client guidelines and benchmarks on a daily basis. 12

13 C7. How is individual staff erformance measured and rewarded? Describe the comensation/incentive/equity ownershi structure for the team members within your International Growth Equity roduct. As a firm, we structure our comensation cometitively to attract and retain the best rofessionals in the investment management field. In addition to salary, Pyramis comensates investment rofessionals with bonuses, rofit sharing arrangements, stock areciation rights, and stock ownershi. Pyramis comensation structure is designed to align the interests of the roduct offered with those of our clients. Comensation is determined based on various factors including: The investment erformance of the roducts with which investment rofessionals have direct involvement A combination of the value and success of individual contributions made to the investment rocess These factors encourage cooeration and information sharing across individual roduct lines and maximize idea generation across the grou. To attract and retain the best investment rofessionals, we structure our comensation ackages to be in the uer quartile of our eer grou. We monitor our osition through the use of industry surveys. Equity Portfolio managers are awarded bonuses based on the erformance of their ortfolios relative to the aroriate investment benchmark and eer grou ranking. Evaluation is based on a combination of one-, three-, and five-year erformance, ensuring that ortfolio management decisions are not made based on short-term considerations. Equity Analysts bonuses range as a ercentage of base salary from 50% to 150% and are determined by the following four factors, each of which contributes 25% of the total: Performance of their stock recommendations Imact of their stock recommendations on ortfolios Fund manager araisal Teamwork In addition to base salary and cash bonuses, ortfolio managers, analysts, and traders may receive share awards. Eligible emloyees are awarded shares based on a number of factors; including erformance, otential, and level of resonsibility in the organization. Uon termination, all vested shares are redeemed by Fidelity at the current value of the shares. 13

14 D. Investment Activities - International Growth Equity D1. Describe your investment hilosohy and aroach in managing the International Growth Equity account for StanCERA. International Growth is a core, growth-oriented strategy that rovides diversified exosure to the develoed international markets. We believe these markets are semi-efficient and ricing anomalies exist. This is evident in the frequent revisions of forecasts following comany earnings results, announcements, rofit warnings, and in the variation of forecasts among market articiants. The International Growth hilosohy is to exloit these inefficiencies through bottom-u stock selection based on fundamental comany research. D2. Assign a value between 1 and 10 (with 1 being the highest) to each of the following elements that reflects your firm s relative imortance of that element in your firm s investment rocess for International Growth Equities. (Note: you may assign the same value to more than one element). Economic forecasts - 5 To-down analysis - 8 Bottom-u analysis - 1 Sector rotation - 5 Security selection - 1 Fundamental analysis - 1 Currency analysis - 8 Technical analysis - 9 Current management - 3 D3. Has the hilosohy for International Growth Equity changed during the ast few years? The International Growth rocess has not changed since the strategy s incetion in Furthermore, from the time Fidelity began investing overseas in 1969, analysts and ortfolio managers have been locally based, close to the comanies and markets in which Fidelity invests. Our core investment hilosohy and methodology are unchanged since we started investing in overseas markets. Enhancements to the rocess over time include a three-fold increase in the number of international research analysts. In addition, we make extensive use of comuter technology to aid us in analyzing comanies and rojecting future growth in revenues and share rices of individual comanies. The main benefits of increasing the number of analysts dedicated to international comanies have been to extend the investable universe actively researched by the analysts and to imrove the deth of comany coverage. D4. Please illustrate your International Growth Equity investment rocess with two most recent buys made in the ortfolios. Limit each urchase descrition to one age. Also, lease illustrate your investment rocess with two most recent sales made in the ortfolios. Again, limit each stock sale descrition to one age. Pyramis considers current individual security decision rocesses to be rorietary. The International Growth investment rocess is based uon fundamental in-house comany research combined with a discilined and reeatable ortfolio construction rocess. 14

15 The ortfolio construction rocess combines active stock selection with active regional asset allocation. The ortfolio comrises three regional sub-ortfolios Euroe, Jaan, and Pacific Basin ex Jaan that are constructed by ortfolio managers, based on research conducted in London, Tokyo, Hong Kong and Boston. Each regional ortfolio manager selects stocks based on analysts fundamental research in concert with his or her own rofessional exerience and judgment. Within any articular region, the universe of stocks rated a buy by the analysts may be as large as 300; the ortfolio manager s role is to reduce this number to a manageable ortfolio that incororates the analysts best ideas and meets client guidelines. The regional ortfolio managers have full discretion over the selection and weighting of individual stocks in their ortfolios subject to the following investment arameters: Factors Parameters Regional weights Benchmark weight ±5.0% Country weights Benchmark weight ±5.0% Industry grou weights Benchmark weight ±5.0% Security weights Benchmark weight ±3.0% Market caitalization Benchmark weighted average ±15.0% D5. When can it be exected that your investment hilosohy for International Growth Equities would be out of favor or not rewarded? Site historical examles of market eriods when your investment erformance lagged market benchmarks. One of the strengths of the International Growth strategy is its ability to outerform in both u and down markets. In addition, the strategy's core/growth bias is characterized by its ability to outerform strongly in growth-oriented markets and yet hold its value well during markets in which value stocks are in favor. Our International Growth strategy adds value through fundamental stock icking. As a result, the strategy is likely to achieve the best relative returns when comany fundamentals, rather than sentiment, are driving stock markets. A fundamentally based investment strategy such as International Growth is not as likely to erform as well as other strategies at times when sentiment, rather than comany fundamentals, is driving stock market returns. D6. Are there any internally develoed restrictions on your investment hilosohy for International Growth Equities? We do not redetermine limits on assets or number of accounts for International Growth. The strategy is well ositioned to continue to accet new assets, and we do not lan to close the strategy in the foreseeable future. However, we do continuously monitor market and liquidity conditions and will close the strategy before asset size imacts our ability to generate alha. The International Growth ortfolio focuses on the large- to mid-ca sector of the market, and Fidelity's market share in this area is still small, esecially comared to large local institutions. In addition, as art of Fidelity s ongoing commitment to the institutional investment management business, Fidelity roactively hires ersonnel in areas such as ortfolio management, research, sales, marketing, and client service to suort and strengthen our international equity efforts and to grow our business without jeoardizing the investment results and level of service for existing clients. 15

16 D7. What is the exected annual turnover for the StanCERA International Growth Equity ortfolio? The exected annual ortfolio turnover is in the range of 50% to 75% for the International Growth strategy. D8. For International Growth Equity accounts, do you have absolute and/or relative investment return objectives? If so, lease state your return objectives, benchmark and time horizon over with the objectives should be achieved. The objective of the International Growth strategy is to roduce an annualized gross-of-fee excess return relative to the MSCI EAFE Index of 3% over a full market cycle via a diversified ortfolio of large-, mid-, and small-ca comanies in Euroe, Jaan, and the Pacific Basin. 16

17 D9. What investment decision(s) add the most value (e.g. stock selection, sector/industry selection, trading)? Please include erformance attribution for calendar years 2009 YTD, 2008 and The Pyramis International Growth disciline adds value through 85% stock selection driven by our research caabilities and 15% asset allocation techniques. Attribution tables are below: Performance Attribution 12/31/2008 to 6/30/2009 U.S. Dollar IG Variation MSCI EAFE Attribution Analysis Port. Port. Port. Bench. Bench. Bench. Average Total Contrib. Average Total Contrib. Average Total Contrib. Weight Return To Return Allocation Selection Interaction Total NEW SECTOR NAME Weight Return To Return Weight Return To Return Difference Difference Difference Effect Effect Effect Effect Total Consumer Discretionary Consumer Stales Energy Financials Health Care Industrials Information Technology Materials Telecommunication Services Utilities [Cash] Performance Attribution 12/31/2007 to 12/31/2008 U.S. Dollar IG Variation MSCI EAFE Attribution Analysis Port. Port. Port. Bench. Bench. Bench. Average Total Contrib. Average Total Contrib. Average Total Contrib. Weight Return To Return Allocation Selection Interaction Total NEW SECTOR NAME Weight Return To Return Weight Return To Return Difference Difference Difference Effect Effect Effect Effect Total (32.7) (32.7) (29.2) (29.2) 0.0 (3.5) (3.5) 0.7 (4.7) 0.5 (3.5) Consumer Discretionary 16.5 (33.2) (6.6) 19.0 (41.3) (8.7) (2.5) (0.3) 2.0 Consumer Stales 5.5 (20.5) (0.2) 5.5 (5.6) (0.1) (0.0) (14.9) (0.1) (0.4) (0.4) 0.1 (0.7) Energy 1.8 (28.4) (0.7) 1.2 (29.0) (0.3) (0.4) (0.0) 0.2 (0.1) 0.1 Financials 17.1 (45.7) (10.5) 18.7 (32.5) (7.9) (1.6) (13.2) (2.6) 0.0 (3.3) 0.2 (3.0) Health Care 6.8 (0.2) (7.7) (0.5) Industrials 20.1 (38.6) (7.6) 18.7 (30.4) (5.3) 1.5 (8.2) (2.4) 0.0 (2.2) 0.2 (1.9) Information Technology 13.0 (47.4) (7.5) 13.6 (39.0) (5.6) (0.6) (8.4) (2.0) (0.1) (1.5) (0.0) (1.6) Materials 3.6 (45.2) (1.9) 8.5 (40.7) (3.2) (4.9) (4.5) (0.4) Telecommunication Services 3.6 (4.9) (8.9) (0.4) (0.5) (0.1) (0.3) (0.8) Utilities (2.6) (0.3) (0.0) [Cash] Performance Attribution 12/29/2006 to 12/31/2007 U.S. Dollar IG Variation MSCI EAFE Attribution Analysis Port. Port. Port. Bench. Bench. Bench. Average Total Contrib. Average Total Contrib. Average Total Contrib. Weight Return To Return Allocation Selection Interaction Total NEW SECTOR NAME Weight Return To Return Weight Return To Return Difference Difference Difference Effect Effect Effect Effect Total (4.5) (4.5) (4.0) (4.0) 0.0 (0.5) (0.5) (0.5) (0.5) 0.5 (0.5) Consumer Discretionary 17.1 (14.3) (2.7) 20.0 (5.7) (1.1) (2.9) (8.6) (1.7) (0.2) (1.8) 0.1 (1.9) Consumer Stales 4.1 (18.5) (0.8) 4.9 (0.2) (0.0) (0.8) (18.3) (0.8) (0.1) (0.9) 0.1 (0.9) Energy (0.6) (7.9) (0.0) (0.2) 0.1 (0.0) (0.1) Financials 21.9 (19.1) (3.9) 19.3 (19.5) (3.9) (0.0) (0.3) (0.2) Health Care 6.4 (0.1) (0.0) 5.4 (6.1) (0.3) Industrials (1.5) (0.8) Information Technology (0.0) 1.6 Materials 9.9 (4.0) (0.0) (0.0) (0.1) (4.5) (0.4) (0.1) (0.2) Telecommunication Services 1.8 (8.6) (1.2) (15.4) (0.2) (0.2) (0.1) 0.1 (0.3) Utilities 1.2 (21.0) (0.7) 4.4 (11.9) (0.5) (3.1) (9.2) (0.2) (0.1) (0.1) (0.1) (0.3) [Cash]

18 D10. How do you measure and monitor risk so that risk arameters are in line with ortfolio returns for the International Growth Equity accounts? What is the exected tracking error range for these roducts? The rimary risk controls in the ortfolio construction rocess are constraints on the maximum and minimum ositions relative to the benchmark weight at the regional, country, industry grou, and individual security level. We target tracking error to define risk for International Growth. The following table rovides the major risk factors and risk controls maintained for International Growth: Risk Factor Risk Control Regional Weights Benchmark ± 5% Country Weights Benchmark ± 5% Industry Weights Benchmark ± 5%* Security Weights Benchmark ± 3%* Market Caitalization Benchmark Average ±15% Exected Tracking Error 4-6% er annum *Note: Portfolio weights should be within ± 5 ercentage oints of the 24 MSCI Industry Grou weights for the Euroe and Jaan regions, with the excetion of the Banks and Technology Hardware and Equiment industry grou weights in Jaan which may deviate by ± 10 ercentage oints. In the Pacific ex Jaan region, given the concentration in those markets, industry grou weights and stock secific weights can deviate by ± 10 ercentage oints. D11. Who are the rincials who make the final decisions on the International Growth Equity accounts? Each International Growth account is managed by a team comrising four ortfolio managers who are each individually accountable for the erformance of his/her regional ortfolio, and a lead ortfolio manager who is resonsible for total ortfolio erformance, both in terms of imlementing active regional allocation olicy and ensuring that the total EAFE ortfolio meets client objectives. D12. What should StanCERA exect for investment returns in their International Growth Equity account over the next 3 to 5 years? The objective of the International Growth strategy is to roduce an annualized gross-of-fee excess return relative to the MSCI EAFE Index of 3% over a full market cycle 18

19 E. Research Methodology - International Growth Equity E1. Describe the internal structure and organization of the research deartment for all accounts. How is your research universe divided amongst investment rofessionals? Fundamental in-house comany research has always been the basis of Pyramis investment rocess. The majority of our research efforts are devoted to bottom-u research. (For uroses of this resonse, all references to Fidelity equity research analysts and associates shall include the combined resources of Pyramis, Fidelity Investments and FIL.) Organization of Research Fidelity s equity research analysts and associates are organized according to seven sector teams in each investment office worldwide. Working in regional offices enables our analysts to gain knowledge of and insight into local customs and ractices. The analysts then aly their local ersective to the construction of financial models and have the autonomy to be flexible in their construction, not constrained by a secific firm method. Within these sector teams, analysts cover stocks across a range of market caitalization. In addition, analysts located in Boston, London, and Tokyo rovide dedicated research coverage of small-ca stocks. Information is shared throughout our research teams so that an analyst covering a small-ca stock may benefit from relevant information gained via cometitors, suliers, and customers of any market ca. In addition, aligning analysts according to common sectors romotes the cross-fertilization of ideas between regions and facilitates communication throughout Fidelity s global research organization. Analysts know and interact with their counterarts in other regions and work as a team to analyze the factors that drive the erformance of stocks within their industry. Sources of Research Fidelity s bottom-u research focuses on a comany s fundamental rosects relative to other comanies and relative to exectations. To gain insight into a comany s business rosects, analysts erform research through comany reorts and balance sheet analysis and meet with a comany s suliers, distributors, and cometitors. In most cases, we already have other analysts covering these comanies. On average, Fidelity analysts conduct 3,500 comany meetings in Euroe, Jaan, and Hong Kong every year. Being one of the largest investment management firms in the industry enables our investment rofessionals to have unaralleled access to comany management. Analysts meet with both senior management and middle level comany management. Visits with larger comanies occur frequently sometimes as often as monthly. With some of these comanies, analysts are in daily contact via telehone and/or . Oututs of Research The key outut from the meetings and the quantitative comany analysis is the research note and comany rating. Our analysts cover over 3,500 international comanies and write a detailed research note at a minimum of every 90 days for each comany. All research notes follow a standard global format and contain the analyst s financial model used to evaluate a comany. The model forms the basis of their research ratings. In rating securities on a 1 5 scale, analysts indicate their views of whether or not stocks are likely to outerform the regional index on a 12 to 18 month timeframe. Hard coy versions of all research notes are circulated daily to the ortfolio manager. Any change in a stock rating is communicated to ortfolio managers immediately through voic . 19

20 E2. Are soft dollars used to acquire research information for the International Growth Equity roduct? Please refer to the attached Commission Usage and Directed Brokerage Policy. E3. What ercentage of all research received is generated from soft dollars for the International Growth Equity accounts? Please refer to the attached Commission Usage and Directed Brokerage Policy. E4. Describe how external and internal sources of information are used in the research rocess for all International Growth Equity accounts with estimated ercentages of external versus internal research. 90% of our research is erformed internally (which includes the combined resources of Pyramis, FMR LLC, FIL Limited). Our external research sources, which account for aroximately 10% of our research effort, rovide us with a wide range of information. For examle, Pyramis, either directly or through Fidelity, has retainer contracts with various university rofessors and medical doctors. These exerts add insights into secific sectors in our research rocess. For information on more mainstream areas, such as earnings estimates, we draw on all of the roviders in a given area. Overall, these efforts give our analysts the ability to comare and contrast information and to use the vendors they feel have the best data for the comanies they cover. E5. Describe any technical or quantitative suort rocess or tools used in the research rocess for the International Growth Equity accounts. The International Growth strategy is rimarily a qualitative rocess. The deth and breadth of Fidelity s research resources, which include the combined resources of Pyramis, Fidelity Investments and FIL, mean we do not need to use quantitative screens to reduce the investable universe of stocks we actively research. However, relative valuation data is an imortant art of the rorietary financial models that are develoed by the analysts for each of the comanies they follow. While each analyst creates his or her own model, inuts tyically include fundamental quantitative measures such as rice to earnings, rice to book, rice to cash flow, return on equity, beta, and yield. The rating rocess also includes qualitative measures such as the strength of comany management, cometitive osition, ricing ower and the rosects for the sector. In addition, analysts will consider both historic valuation and ricing relative to a comany s cometitors. The model forms the basis of an analyst s research ratings. In rating securities on a 1 to 5 scale, analysts indicate their views of whether stocks are likely to outerform the regional index within the next 12 to 18 months. The models used by the analysts were develoed and are maintained internally. 20

21 F. Trading and Settlement International Growth Equity F1. How many traders are emloyed at your firm for International Growth Equities? The Pyramis trading team is comrised of eleven individuals with twelve years average industry exerience. Our traders are exerienced rofessionals, some with years of sell-side exerience at major Wall Street firms, as well as other buy-side firms. We value that exerience because trading exertise is needed to evaluate how atiently or aggressively to work an order for otimal execution. Otimal execution translates into better investment erformance, and our trading exerts have the disciline and rofessional judgment needed to make quick, informed decisions. Their ersective hels us better understand and manage the nuances of trading F2. How does your firm balance the need to trade with brokers roviding research against lower cost execution brokers? We examine the costs (market imact, commissions, fees etc.) when executing trades within the ortfolio. Deending on the structure of the trade (single issues versus multile issues), the trader will utilize a variety of techniques (rincile bid, basket, block trades, etc.) and tools (alternative trading systems (ATS s), electronic crossing networks (ECNs), direct market access (DMA), etc.) to identify the most cost effective method for imlementing the ortfolio manager's buy and sell decisions, consistent with Pyramis duty to seek quality execution. The trader's exerience, knowledge of the ortfolio, and understanding of current market conditions will ultimately determine the referred method for executing transactions within the ortfolio. Trading is an integral art of the investment rocess and the costs associated with trade execution directly imact investment erformance. F3. How are stock brokerage firm trading allocation volumes monitored? Pyramis has adoted a trade allocation olicy that is designed to achieve fairness and not disadvantage comarable client accounts over time when aggregating and allocating trade orders, which may include rorietary accounts. When feasible and when consistent with the fair and equitable treatment of all client accounts, Pyramis will combine (or bunch ) orders of various funds and accounts for order entry and execution. When orders are combined, the average rice for all searate executions within that block will be used for all securities and futures involved in such trades. The trading system contains rules that allocate trades automatically on trade date. In cases where the suly or demand is not sufficient to satisfy all outstanding trade orders, the trading system generally allocates urchases and sales roortionate to order size. The ortfolio management and trading function are segregated to enhance the overall control environment to seek to ensure that trade allocation olicies and rocedures are consistently and fairly alied. Uon trade execution, allocations for asset classes equity, fixed income and high yield are systematically erformed within the alicable system er the aroved Trade Allocation Policy, generally on the trade date. In the case of all equity artial fills, trades executed on Pyramis equity trading desk are allocated to client accounts generally based on order size. If a artial fill is comleted via multile trades with different rices, client accounts receive the average share rice. Pyramis trading management and comliance have established a rocess for reviewing trade allocations for consistency with the allocation olicy. 21

22 F4. How does your firm track the market imact of its trades? Commission rates charged to the funds will vary deending uon the tye of trading methods used, the market where the trade is executed and investment strategies of the ortfolio. We continuously monitor our trading activity to measure trade execution quality. We accomlish this by using well-develoed rocedures and technology to allow us to monitor trade execution. We take a number of secific stes at the end of each trading day, examles of which include: checking execution on a daily basis against the market highs, lows and averages for the day; comaring the average rice aid by Pyramis with the closing rice of the revious day; comaring the average rice aid by Pyramis and the closing rice on the day of trading. F5. If you ool various clienteles (accounts) orders for one security, how are the final cost allocations alied to the various accounts? When feasible, Pyramis will combine (or bunch ) orders of various funds and accounts including those of its rorietary accounts, for order entry and execution. Pyramis has established allocation olicies for its various accounts and securities tyes to seek to ensure allocations are aroriate given its clients differing investment objectives and other considerations. F6. Who is the designated oerations/administration officer? Fidelity Pricing & Cash Management Services (FPCMS) is the unit that erforms all oerations tasks associated with ricing, bookkeeing, trade settlements, cororate actions, cash management, etc. for the Stanislaus County Emloyees' Retirement Association. Each major function, i.e.; Custody, Accounting & Pricing, & Cash Management is lead by a SVP who reorts directly to the President of FPCMS. F7. How many staff are involved in the oerations area? Fidelity emloys well over 500 oerational rofessionals. Fidelity Pricing & Cash Management Services (FPCMS) rovides accounting and investment management suort services to Fidelity searate accounts, commingled ools, and mutual funds. These services include calculating and distributing NAVs, distribution rates, and yields for a wide variety of investment roducts; rearing fund financial statements, dividend estimates, and tax returns; monitoring delivery of fund trades to custodian banks; rocessing cororate actions; collecting securities income on behalf of the funds; reconciling, reorting, and moving money in suort of fund shareholder transactions; and managing fund liquidity. F8. What training is rovided to oerations staff? FPCMS has a dedicated Learning and Develoment Grou made u of 15 learning and develoment rofessionals that design and imlement learning strategies to enhance workforce erformance and rovide rofessional and ersonal develoment. FPCMS Learning and Develoment Grou s goal is to create a cometent and reliable workforce at FPCMS. The delivery of each learning event is carefully coordinated to ensure that the aroriate educational exerience occurs at the right time for emloyees and the organization. 22

23 The Learning and Develoment Grou designs, develos and delivers learning for: Mastery of core job skills; Proficiency in advanced technical skills; Integration of new systems and technology; and, Develoment of rofessional and management skills. Learning and Develoment utilizes a number of instructional technologies when determining the aroriate delivery method: facilitator-led classroom training, self-study, manager team meetings, CBTs, on-the-job ractical alication, and mentor-assisted learning. Working closely with the businesses, Learning and Develoment determines the secific tasks, skills and knowledge required to develo a learning solution that hels emloyees hel the business meet its goals. F9. To whom does the oerations/administrative officer reort? The Account Executive ultimately reorts to the Senior Vice President of Client Service. F10. Does your firm articiate in commission recature rograms for your clients? Please refer to the attached Commission Usage and Directed Brokerage Policy. 23

24 G. Comliance and Conflicts of Interest G1. What handbooks, manuals, written olicies, written rocedures or training are rovided to new and current emloyees? Please refer to the attached Comliance Training CPP. G2. How many staff work on comliance? Pyramis has a unified Governance, Risk & Comliance Grou ( Pyramis GRC ) overseen by Mr. Gregory Pusch who functions as Pyramis senior comliance officer and reorts on a day-to-day basis to the Chief Administrative Officer of Pyramis. The grou is currently comrised of 20+ rofessionals. In addition, Pyramis utilizes a number of Fidelity wide comliance functions to fulfill imortant comliance resonsibilities. As Pyramis has continued to evolve, it has focused on ensuring that the Fidelity comliance functions it utilizes are functioning effectively. Pyramis conducts its oversight resonsibilities through various methods, including: Regular meetings Committee and other reorting Formal certifications Review of indeendent and Fidelity internal audit findings Direct observation of Fidelity oerations Particiation in Fidelity comliance forums designed to identify and resolve secific issues Lastly, to some extent, Pyramis relies on the Fidelity Enterrise Comliance Program overseen by the CCO Office and Cororate Comliance (the CCO Program ) which is led by Kenneth Rathgeber. The CCO Program is a comrehensive comliance rogram, which was originally designed to detect and revent violation of alicable federal securities laws as they relate to FMR Co. and the Fidelity Funds. Thus, where Pyramis relies on other Fidelity entities for the rovision of services which are common with services rovided to the Fidelity Funds, Pyramis oversight is sulemented by oversight through the CCO Program. Mr. Pusch regularly briefs Mr. Rathgeber and his staff on comliance and risk matters. G3. Please submit a coy of the firm s Code of Ethics. Please refer to the attached Code of Ethics. G4. What sorts of reorts are generated for ortfolio managers to insure that the account ortfolio is in comliance with the client s investment mandates or investment olicy? Our rorietary comliance monitoring system includes functionality that allows for regular standard comliance reorting as well as ad hoc request abilities. 24

25 G5. What is the rocedure for checking trades that the ortfolio manager laces against the client s investment guidelines rior to execution? The comliance monitoring system is an automated rorietary system that links our investment rofessionals around the world in real time. Our comliance rofessionals identify guideline excetion messages at the time of trade from the comliance system as well as erform a review of account holdings the day after trading occurs to identify any otential or actual excetions that may have occurred. Guideline excetions are escalated to the aroriate ersonnel and reviewed to determine the aroriate resolution. G6. Do you have a main Comliance Officer? To whom does the Comliance Officer reort to? Kenneth Rathgeber, Executive Vice President of FMR LLC s Risk Oversight grou, is the Chief Comliance Officer of PGALLC. Gregory Pusch, Senior Vice President, Administration & Comliance Officer for Pyramis, functions as Pyramis senior comliance officer and regularly briefs Mr. Rathgeber and his staff on comliance and risk matters, while reorting on a day-today basis to the Chief Administrative Officer of Pyramis. Prior to joining Pyramis in 2007, Greg was a Vice President and Associate General Counsel at Fidelity Investments. Before joining Fidelity in 2006, Greg racticed securities and investment management law at Paul, Hastings, Janofsky & Walker, LLP s San Francisco office. Greg earned a Bachelor of Science degree in Political Science from the United States Naval Academy in He earned a Juris Doctorate degree from the University of Pennsylvania Law School in G7. Describe how your firm maintains its indeendence form the rest of the investment management community (e.g. consultants, brokers, custodians, etc.). Our firm, or any individual within the firm, does not ay referral fees or finders fees to consultants, brokers, or any other third arty. FMTC does have business relationshis with several consulting firms and ays fees for a variety of roducts and services, including but not limited to: databases, conferences and seminars, industry surveys and studies, and erformance analytics. FMTC does not ay fees or give other consideration to consulting firms as a direct or an indirect attemt to influence consultants' recommendations to their clients. G8. Provide your written olicy on the rocesses to kee emloyees trading of securities indeendent form the rocesses for trading securities for clientele. Please refer to the attached Personal Trading Code of Ethics. G9. How does your firm monitor comliance of emloyees to the written olicy of searation of emloyees ersonal trading in securities from trading securities for clients accounts? Under the Code of Ethics emloyees are required to conduct their ersonal investing through a Fidelity brokerage account, which facilitates monitoring by roviding the Ethics Office with real time access to emloyees ersonal account activity. In addition, Fidelity has a rorietary online Pre-Clearance System for re-trade monitoring and oversight of emloyee trades. Emloyees with access to non-ublic securities holdings 25

26 information of the funds are required to re-clear their ersonal trades through this system rior to lacing a ersonal trade in a covered security. The emloyee enters the trade details online through the Web-based interface and instantaneously receives either a denial or an aroval based uon several rorietary tests including the real-time trading activity of the funds. Trades in mutual funds are not required to be re-cleared. Post-trade monitoring of emloyee trades is erformed using Fidelity s rorietary Ethics FAST electronic database. Time-based rules are automatically tested on a daily basis. In addition, manual review of emloyee trading is regularly conducted by the Ethics Office to ensure comliance with all trading rules. 26

27 Pyramis Confidential Information I. Background Pyramis Global Advisors Personal Trading Code of Ethics Rule 204A-1 under the Advisers Act (and similarly, Rule 17j-1 under the 1940 Act with resect to mutual funds and their investment advisers and rincial underwriters) rovides that registered investment advisers must adot and enforce a code of ethics alicable to its suervised ersons. The rule rohibits Access Persons from engaging in fraudulent, deceitful, or maniulative ractices in connection with the urchase or sale of a security held or to be acquired by clients of the investment adviser. The rule also requires Access Persons to reort their ersonal securities holdings and transactions, including transactions in mutual funds advised by the investment adviser or an affiliate. The rule is designed to foster the detection and revention of Access Persons from engaging in the fraudulent activities roscribed by the rule and to revent violations of the code of ethics. In addition, the FDIC has reorting requirements for officers and emloyees of state nonmember insured banks, such as Pyramis, who engage in ersonal securities trading. Rule 204A-1 requires that Pyramis establish, maintain and enforce a written code of ethics that, at a minimum, includes: (i) standards of business conduct, including fiduciary obligations, that Pyramis requires of its suervised ersons; (ii) rovisions requiring suervised ersons to comly with alicable federal securities laws; (iii) rovisions requiring all Access Persons to reort ersonal securities transactions and holdings eriodically; (iv) rovisions requiring suervised ersons to reort any violations of Pyramis code of ethics; and (v) rovisions requiring Pyramis to rovide each of its suervised ersons with a coy of its code of ethics and any amendments, and requiring suervised ersons to rovide a written acknowledgment of their receit of the code and any amendments. Pyramis has adoted the Fidelity Code of Ethics and follows a olicy and rocedures to seek to ensure comliance with the Rule 204A-1 and Rule 17j-1 requirements. Under the Fidelity Code of Ethics, Pyramis has determined that, every emloyee is generally designated as an Access Person (either Fund-Advisory or Fund- Knowledgeable, as those terms are defined in the Code of Ethics), unless an emloyee is not defined as an Access Person under the Code of Ethics and the Pyramis CCO aroves the excetion. Every Pyramis emloyee is required to reort any violation of the Fidelity Code of Ethics. II. Formal Citations of Statute, Rule and/or Alicable Guidance Section 17 of the 1940 Act and Rule 17j-1 Section 204A of the Advisers Act and Rule 204A-1 12 CFR (Personal securities trading and reorting by bank officers and emloyees) III. Resonsible Party/Policy Owner Page 1 of 5

28 Pyramis Confidential Information Pyramis CCO IV. Resonsible Comliance Grou(s) or Team(s) The Ethics Office, a grou within Enterrise Comliance, is resonsible for develoing, maintaining, and communicating the requirements of Fidelity s Code of Ethics, which covers the requirements of both Rule 17j-1 and Rule 204A-1. Pyramis Comliance conducts oversight over the develoment, maintenance and communication of requirements related to Fidelity s combined Code of Ethics, which covers the requirements of both Rule 17j-1 and Rule 204A-1. V. Means of Achieving Comliance The Code of Ethics alies to officers, directors, and emloyees of Pyramis comanies that are involved in the management or oerations of Pyramis-advised accounts, other than emloyees of PYR-UK Limited, who are covered under a searate code of ethics that comlies with alicable law. The following two categories of emloyees are subject to the Code of Ethics, in ascending order of the restrictiveness of requirements that aly to them: Fund-Knowledgeable Emloyees or Fund-Advisory Emloyees. Each category of emloyees is subject to rogressively more stringent requirements relating to ersonal securities trading activities deending on the level of access to information about trades, current ortfolio holdings, securities transactions under consideration on behalf of the clients, research recommendations, or other client-related matters. The Code of Ethics imoses a general requirement on all access emloyees to re-clear roosed urchases and sales of securities with the Ethics Office. New Hire Orientation A high-level review of the requirements under the Code of Ethics and other cororate olicies is conducted by the Ethics Office during new hire orientation meetings. Training and Ongoing Advice and Guidance Training sessions targeting all Pyramis emloyees are co-delivered annually by the Ethics Office and Pyramis Comliance. Ad hoc sessions are conducted on an asneeded basis. Members of the Ethics Office rovide ongoing suort and guidance to emloyees and managers through the Ethics Office Service Hotline and the Ethics Office box. The Ethics Office also rovides online suort. Pyramis Comliance also coordinates quarterly training to new hires to review Code of Ethics requirements. Distribution and Acknowledgment of the Code of Ethics The Code of Ethics is distributed annually to existing emloyees and to new hires uon joining Pyramis. Each emloyee must acknowledge receit of the Code of Ethics electronically. Receits are monitored and failure to acknowledge receiving the Code of Ethics results in escalation by the Ethics Office to the emloyee s manager and the Pyramis CCO. Emloyee Comliance Framework Page 2 of 5

29 Pyramis Confidential Information The Ethics Office has develoed rocedures for heling to seek to ensure emloyee comliance with the Code of Ethics. With limited excetions as described in the Code of Ethics, Pyramis and Fidelity emloyees who work with Pyramis roducts are required to maintain their brokerage accounts through FBS. Notices are generated by the Ethics Office to emloyees at various intervals to hel to seek to ensure that accounts are transferred or closed. Transactions executed through an account with FBS are rovided electronically to a trade monitoring system maintained by the Ethics Office. For emloyees with outside brokerage accounts, the Ethics Office arranges to receive dulicate trade confirmation and account statements. Emloyees are resonsible for reorting all other transactions in covered securities on a quarterly basis. Pyramis emloyees are required to comlete a Quarterly Trade Verification which is an electronic verification and certification system requiring emloyees, subject to the Code of Ethics, to review and reort quarterly trade activity to seek to ensure that all trades are accurate and comlete. Classification and Notification of New Access Persons The Ethics Office reviews a daily reort of emloyee data to seek to ensure that emloyees are classified roerly under the Code of Ethics and sends information notices to these individuals and their resective managers ensuring that they are aware of their additional resonsibilities. Information Barriers An information barrier is a restrictive set of olicies and rocedures designed to revent the flow of information between individuals or grous who have obtained information that might be deemed to constitute material, non-ublic information. Its urose is to cordon off this information so that those who have not been exosed to the non-ublic information can continue to trade the securities related to the nonublic information. An information barrier is created once a designated attorney (as indicated in the Fidelity Investments Policy on Insider Trading) has informed the emloyee(s) involved of their resonsibility to safeguard the information from disclosure and not to trade in the security. Once the information barrier has been established, the individuals and securities involved are deemed restricted securities or restricted emloyees. Uon request from designated attorneys, the Ethics Office documents the creation or elimination of an information barrier by: Documenting the information barrier on its Restricted Security Worksheet and in the Enhanced Code of Ethics System. Prearing and sending the relevant emloyees a confidentiality agreement which outlines their resonsibilities. Monitoring the timely return of the signed confidentiality agreement from the relevant emloyees. Maintaining all corresondence related to the information barrier. Recording closing information uon notice from the designated attorney. VI. Oversight Function Members of the Ethics Office have day-to-day resonsibility for erforming oversight activities noted in Section VII below. Additionally, the Pyramis CCO is resonsible for oversight of the overall rocess. Page 3 of 5

30 Pyramis Confidential Information VII. Methods of Conducting Oversight The Ethics Office has develoed rocedures for monitoring transactions in brokerage accounts covered by the Code of Ethics in order to detect violations of the trading rohibitions and restrictions. Reviews are erformed by members of the Ethics Office on a daily, weekly, monthly or quarterly basis. Reorts are reviewed by the Ethics Office to detect defined violations. The Ethics Office issues notices and warnings and imoses sanctions for violations it detects and reorts these actions to the Ethics Oversight Committee and Pyramis Comliance. Pyramis reorts material violations and resulting actions to the alicable boards, along with other material issues related to the Code of Ethics. Please refer to Enterrise Comliance Code of Ethics Risk and Control Self- Assessment for a listing of the Ethics Office controls. Emloyee trades in restricted securities or trades by restricted emloyees are identified automatically by ECOE and reviewed by the Ethics Office. Potential violations are researched and then escalated to the Ethics Office manager and a designated attorney. The Ethics Office imoses sanctions, and these sanctions are reorted to the Ethics Oversight Committee. The Ethics Office escalates material trading violations er the established guidelines to the Pyramis CCO. The Ethics Office conducts an internal review of the material trading violations and the aroriate sanction is determined by the Ethics Oversight Committee and reorted quarterly to the Pyramis CCO. VIII. Related Policies Pyramis Code of Ethics IX. Recordkeeing Requirements The Fidelity Ethics Office maintains: A coy of each Code of Ethics adoted and imlemented, that is in effect, or at any time within the ast five years was in effect, in an easily accessible lace; A record of any violation of the Code of Ethics by a Pyramis emloyee, and of any action taken as a result of the violation, in an easily accessible lace for at least five years after the end of the fiscal year in which the violation occurs; A record of all written acknowledgments for each erson who is currently, or within the ast five years was, a suervised erson of Pyramis; A record of each reort made by an Access Person, including any information rovided in lieu of the quarterly transaction reorts for at least five years after the end of the fiscal year in which the reort is made or the information is rovided, the first two years in an easily accessible lace; A record of the names of ersons who are currently, or within the ast five years were, Access Persons of Pyramis in an easily accessible lace; and Page 4 of 5

31 Pyramis Confidential Information A record of any decision, and the reasons suorting the decision, to arove the acquisition of securities by Access Persons, for at least five years after the end of the fiscal year in which the aroval is granted. All documentation will be ket in accordance with Pyramis recordkeeing olicy and rocedures (see Pyramis Recordkeeing Policy). X. Escalation As aroriate, the Executive Committee and alicable Boards will be informed of significant issues and related actions taken by the resonsible arties. Page 5 of 5

32 Document Name: CSR Document Version: 3.0 I. Background Pvramis Global Advisors GRC Traininq In accordance with industry best ractices and alicable FDIC guidance, Pyramis rovides ongoing training to its emloyees in order to hel carry out the fiduciary duty It owes its clients in roviding investment management services. Pyramis has adoted olicies and rocedures reasonably designed to address any training on GRC issues that may be rovided to emloyees of Pyramis. 11. Formal Citations of Statute, Rule and/or Alicable Guidance FINRA Rule 112O(b) (Firm Element Continuing Education Requirements) FINRA Rule 112O(a) (Regulatory Element Continuing Education Requirements) 111. Resonsible Party/Policy Owner Pyramis CCO IV. Resonsible Comliance Grou(s) or Team(s) Pyramis GRC is resonsible for develoing and administering aroriate GRC training to all alicable Pyramis emloyees. Where alicable, Pyramis GRC leverages Fidelity's enterrise-wide training rograms and methodologies to augment Pyramis' GRC training rogram. V. Means of Achieving Comliance Pyramis GRC has develoed a GRC training rogram and manual to assist Pyramis with training for new hires, annual required comliance training, and continuing education for Pyramis emloyees based on their job resonsibilities. All registered res are required to fulfill both Regulatory and Firm element requirements er FINRA rules. VI. Oversight Function Pyramis GRC is resonsible for ensuring all Pyramis emloyees comlete the aroriate training. Pyramis GRC works with business unit leaders and Fidelity Comliance to confirm that emloyees have attended all of the required training. Pyramis GRC develos and maintains the GRC training olicies and rocedures. VII. Methods of Conducting Oversight Creation of the GRC Training Proaram and Traininq Manual Pyramis GRC develos a GRC training rogram and GRC training materials to administer GRC training during the ucoming year. Pyramis GRC annually assesses its training rogram and manual to consider the following factors:. Changes and trends in the industry and current regulatory environment Print Date and Time: 26 Aug :08:52 PM GMT -04:R$ramis Global Advisors Page 1 of 3

33 Document Name: CSR Document Version: 3.0 New legal requirements Fidelity cororate mandates Pyramis mandates Changes in roducts, services or organization Results of regulatory examinations Results of internal audit assessments Results of self-assessments Ad hoc issues Tye of GRC training required Emloyee status (e.g., access erson, suervised erson) The GRC training rogram and materials are reviewed and aroved by the Pyramis cco. Pvramis New Hire Traininq Pyramis GRC rovides new hire training to all new Pyramis associates. The current training incororates a high-level overview of the following toics: Overview and introduction of Pyramis GRC and EC deartments, roles and. resonsibilities Code of Ethics olicy; Inside Information olicy Business Entertainment and Worklace Gifts olicy Fidelity reorting requirements via Mycomliance and guidance on where to obtain additional information Information securitv. Business contingency lanning Uon comleting the new hire training, all Pyramis emloyees are required to acknowledge the comletion of the training. The acknowledgments are maintained by Pyramis GRC,which escalates a list of delinquents to emloyees' managers and the Pyramis CCO for review. Annual Traininq All Pyrarnis emloyees are required to comlete an annual mandatory GRC training delivered by the Fidelity Comliance and by Pyrarnis GRC. Comletion of the training by all Pyramis ersonnel (including broker-dealers) is monitored for comliance by Pyramis GRC. Fidelity Comliance rovides a list of Pyramis emloyees who have not comleted enterrise level training to Pyramis GRC. Pyrarnis maintains the master training list and all alicable records to track attendance/registration. VIII. Related Policies IX. Recordkeeing Requirements Pyramis maintains for three years a current coy of the GRC Training Manual and rior versions of the GRC training materials that were in effect at any time within the ast three years. Pyramis also maintains emloyees' acknowledgements from training sessions and other records to demonstrate that its emloyees have Print Date and Time: 26 Aug :08:52 PM GMT -04:WQramis Global Advisors

34 Document Name: CSR Document Version: 3.0 comleted the alicable training. All documentation will be ket in accordance with Pyramis' Recordkeeing Policy and Procedures (see Pyramis Recordkeeing Policy). X. Escalation As aroriate, the Management Committee and alicable Boards will be informed of significant issues and related actions taken by the resonsible arties. Print Date and Time: 26 Aug :08:52 PM GMT -04:tQramis Global Advisors Page 3 of 3

35 Document Name: CSR Document Version: 4.0 I. Background Pvramis Global Advisors Commission Usaae and Directed Brokeraae Policv Section 28(e) of the 1934 Act allows investment advisers exercising investment discretion to use ortfolio commissions known as "soft dollars" to ay for "brokerage and research services," subject to certain requirements, without violating any law or fiduciary duty, including either Section 17(e) of the 1940 Act or the fiduciary duty of quality execution. Under Section 28(e), the adviser may cause an account to ay more than the lowest available commission if the adviser determines in good faith that the amount of commission aid is reasonable in relation to the value of the brokerage and research services rovided by the broker-dealer, viewed in terms of the articular transaction or the adviser's overall resonsibilities to its discretionary accounts. A fund adviser may not use commissions excet in comliance with the safe harbor of Section 28(e). In making a good faith determination, the adviser may consider not only the benefit derived by the account aying the commission, but also the benefits derived by other accounts over which the adviser exercises investment discretion. If any research or brokerage roduct has a "mixed use," (i.e., it also has a non-research or nonbrokerage use), the adviser may ay for the research or brokerage ortion with usage commissions through a mixed use allocation made in good faith. In addition, SEC interretations have been clear that the brokerage and research services must be "rovided by" the broker-dealer in order to fall within Section 28(e). At a minimum, the broker-dealer must be legally obligated to rovide the brokerage and research services. Clients also may enter into arrangements under which a broker-dealer executing Portfolio Transactions for the client's account agrees to ay the cost of certain roducts and services rovided to the client's account (e.g., custody and transfer agent services) out of the client's ortfolio commissions or otherwise to rebate commissions to the client. These arrangements are sometimes referred to as "directed brokerage," though they also are known as "exense reimbursement" or "commission recature" arrangements. Commission recature agreements are legal, but they fall outside the safe harbor of Section 28(e). As a result, services or rebates that a broker-dealer rovides under a commission recature arrangement must be for exclusive benefit the client aying the commission dollars. In recent years, some mutual funds tied ortfolio execution business to the distribution of the fund's shares. The use of fund assets to ay selling brokers or otherwise finance the sale of fund shares is regulated by Rule 12b-1 under the 1940 Act. Rule 12b-1 ermits mutual funds to use their assets to ay distribution-related costs. In order to rely on Rule 12b-1, a fund must adot "a written lan describing all material asects of the roosed financing of distribution" that is aroved by fund shareholders and fund directors. In August 2004, the SEC amended Rule 12b-1 to rohibit mutual funds from comensating a broker-dealer for romoting or selling fund shares by directing ortfolio commissions to that broker, although funds may still use selling brokers to execute ortfolio transactions so long as the fund has olicies and rocedures in lace to reclude quid ro quo arrangements relative to the sale of fund shares. Print Date and Time: 26 Jan :06:52 PM GMT -04:Wramis Global Advisors Page 1 of 8

36 Document Name: CSR Document Version: 4.0 Commission usage recature arrangements must be disclosed to shareholders of mutual funds and clients of investment advisers. 11. Formal Citations of Statute, Rule and/or Alicable Guidance Section 28(e) of the 1934 Act Section 17(e) of the 1940 Act Rule 12b-1 under the 1940 Act 111. Resonsible Party/Policy Owner Pyramis CCO IV. Resonsible Comliance Grou or Team Pyramis Comliance is resonsible for setting forth commission usage olicies and rocedures and imlementing aroriate monitoring controls to seek to ensure that Pyramis trading rocesses adhere to requirements contained within commission usage olicies and rocedures. PTO and PRS erform oversight of the Pyramis commission usage rogram for trades conducted at the FMR Co trading desk by receiving eriodic reorts from the Commission Usage Grou (CUG) within FMR Co Treasurer's Office, which is resonsible for the administration of the commission usage rograms for trades conducted at the FMR Co trading desks. Further, PTO and PRS erform oversight of the Pyramis commission usage rogram for trades conducted at the Pyramis desk by receiving eriodic reorts from CUG and the Pyramis Soft Dollar Working Grou, which together, are resonsible for the administration of the commission usage rograms for trades conducted at the Pyramis Trading Desk. V. Means of Achieving Comliance 1.Commission Usaae Proaram for Pvramis Trades Executed on FMR Co Tradina Desk For Pyramis trades executed on FMR Co Trading Desk, Pyramis has adoted Fidelity's established olicies and rocedures relating to commission usage in comliance with Section 28(e) of the 1934 Act and rovisions of the 1940 Act, which directly follows Fidelity Investments Policies and Procedures. In articular, currently, Fidelity's commission usage rogram does not ermit commissions generated after June 30, 2004 to ay for market data services, even if such services are considered research services under Section 28(e). Fidelity uses commissions only to ay for certaincontractual and voted research services, i.e., customized research services that are not generally commercially available. New VendorIProduct Review MDR within FMR Co receives and manages requests for a new vendor and/or research services from Pyramis and FMR Co PMs and analysts who trade on the FMR Co desk to be considered under FMR Co's commission usage rogram. The FMR Co Research Service Committee reviews new requests and aroves the request if it Print Date and Time: 26 Jan :06:52 PM GMT -04:G0jramis Global Advisors Page 2 of 8

37 Document Name: CSR Document Version: 4.0 meets eligibility criterion under Section 28(e) and is in accordance with FMR Cots commission usage rogram olicies and rocedures. Once aroved, MDR documents a formal recommendation, which is then aroved by FMR IC and the FMR Co Treasurer's Office. MDR works with aroriate grous to seek to ensure that the new vendor is set u on Fidelity systems. If the request is rejected, MDR sends notification to the requestor and Pyramis Finance to determine whether hard dollars may be utilized for requested service. The PTO and PRS receives quarterly reorts from CUG describing new vendorlresearch added in the commission usage rogram. Broker Vot~nq The Equity Research Grou within FMR Co administers the E-Vote System, a webbased latform through which Investment Professionals vote quarterly on research services roduced by the executing broker (which are referred to as 'street research") or roduced by another broker for Fidelity and aid for by an executing broker with commissionable trades, so called "secondary street research". Taken together, these two categories are referred to as "voted research services" because they are obtained from executing brokers through the voting rocess described below. Through the E-Vote system, investment rofessionals cast votes based on the value of research services received. The Vice President of Equity Research assigns budgets to Investment Professionals based on various factors including the amount of assets under the investment rofessional's management, tenure and need for research. The web-based voting system tracks information such as the broker's name, the name of the broker's reresentative, tyes of roducts rovided, comments, and the Investment Professional's erceived value of the research. Once the quarterly voting is comlete all votes are aggregated and distributed back to the brokers through a 'Research Reort Card." The Research Reort Card rovides information to the brokers such as the value of the research, the broker's ranking against the universe of research roviders, and various statistical information and commentary. These research values, if alicable, reduce the gross agency commissions used in calculating the commission recature threshold, which reduces the amount of ortfolio commissions to be recatured back to the client accounts. The Equity Research Grou also reviews invoices from service roviders to determine Section 28(e) comliance and to determine whether the services rovided are eligible under the Fidelity olicy, adoted by Pyramis. In addition, the Contractual Research Grou within Equity Research calculates and documents mixed-use allocation ercentages. The Contractual Research Services Analyst assigned to a service is resonsible for validating and assuring receit of goods or services, alying a mixed use allocation for instances where a service is used by both investment rofessionals and non-investment rofessionals, and for assuring that the invoice is addressed to the broker-dealer that is obligated to ay for the services. The PTO and PRS reviews quarterly reorts from CUG detailing the results of broker voting rocess, research reort cards, including trading budgets and comarison of actual to budgeted commission usage amounts. Print Date and Time: 26 Jan :06:52 PM GMT -04:OByramis Global Advisors Page 3 of 8

38 Document Name: CSR Document Version: 4.0 Administration of Commission Reca~ture Proaram CUG administers Fidelity's Commission Recature Program adoted by Pyramis for Pyramis accounts trading on FMR Trading Desk. Under the Commission Recature Program, ortfolio commission ayments to articiating brokers that exceed a redetermined amount are "recatured" and used to ay for fund exenses, such as custody and transfer agency services. At the close of each quarter, the Commission Usage Analyst runs the rocesses that calculate the commission recature for all articiating brokers based on the gross agency commissions aid by the funds. All target thresholds (e.g., contractual and voted research services, and caital committed trades) are backed out of the gross agency commissions using a roortionate share allocation. CUG sends each broker a recature memo that lists each client's recature as well as instructions outlining wire instructions for the recatured amount. The PTO and PRS receives quarterly reorts from CUG detailing total amount of commission recatured and ro rated share of commission aid to Pyramis client accounts. 11.Commission Usaae Proaram for Pyramis Trades Executed on Pvramis Tradina Desk For Pyramis trades executed on Pyramis Trading Desk, Pyramis has established olicies and rocedures relating to commission usage in comliance with Section 28(e) of the 1934 Act and rovisions of the 1940 Act, In articular, Pyramis enters into Commission Sharing Arrangements with various brokers whereby soft dollar ools are created (CSA Pools). Pyramis uses commissions accumulated in such CSA Pools only to ay for contractual and voted research services eligible under Section 28(e). New VendorIProduct Review Pyramis Soft Dollar Working Grou receives and manages requests for a new vendor and/or research services from Pyramis PMs and analysts who trade on the Pyramis desk to be considered under Pyramis' commission usage rogram. The Pyramis Soft Dollar Working Grou reviews new requests and aroves the request if it meets eligibility criterion under Section 28(e) and is in accordance with Pyramis' commission usage rogram olicies and rocedures. The Pyramis Soft Dollar Working Grou works with aroriate grous to seek to ensure that the new vendor is set u on the aroriate systems and rovides udates to the PTO. If the request is rejected, the Pyramis Soft Dollar Working Grou sends notification to the requestor and Pyramis Finance to determine whether hard dollars may be utilized for requested service. The PTO and PRS receive quarterly reorts describing new vendorlresearch added in the commission usage rogram. Broker Votinq The Pyramis Soft Dollar Working Grou administers the E-Vote System, a web-based Print Date and Time: 26 Jan :06:52 PM GMT -04:ODjramis Global Advisors Page 4 of 8

39 Document Name: CSR Document Version: 4.0 latform through which Investment Professionals vote quarterly on research services roduced by the executing broker (which are referred to as "street research") or roduced by another broker for Pyramis and aid for by an executing broker with commissionable trades, so called "secondary street research". Taken together, these two categories are referred to as "voted research services" because they are obtained from executing brokers through the voting rocess described below. Through the E-Vote system, investment rofessionals cast votes based on the value of research services received. The Senior Vice President of Investment Oerations assigns budgets to Investment Professionals based on various factors including the amount of assets under the investment rofessional's management, tenure and need for research. The web-based voting system tracks information such as the broker's name, the name of the broker's reresentative, tyes of roducts rovided, comments, and the Investment Professional's erceived value of the research. Once the quarterly voting is comlete all votes are aggregated and distributed back to the brokers through a "Research Reort Card." The Research Reort Card rovides information to the brokers such as the value of the research, the broker's ranking against the universe of research roviders, and various statistical information and commentary. These research values are designated dollar values and aid for out of the CSA Pools. The Pyramis Soft Dollar Working Grou also reviews invoices from service roviders to determine Section 28(e) comliance and to determine whether the services rovided are eligible under the Pyramis olicy. In addition, the Pyramis Soft Dollar Working Grou calculates and documents mixed-use allocation ercentages. The Pyramis Soft Dollar Working Grou member assigned to a service is resonsible for validating and assuring receit of goods or services, alying a mixed use allocation for instances where a service is used by both investment rofessionals and noninvestment rofessionals, and for assuring that the invoice is addressed to the broker-dealer that is obligated to ay for the services. The PTO and PRS reviews quarterly reorts from CUG detailing the results of broker voting rocess, research reort cards, including trading budgets and comarison of actual to budgeted commission usage amounts. Administration of Commission Recawture Proaram Pyramis maintains a commission recature rogram for those markets where broker commissions have not been unbundled. Pyramis intends to migrate all brokers to execution only rates and hase out the recature rogram. Contractual and voted services will be entirely aid via a global CSA rogram. Under the existing Commission Recature Program, ortfolio commission ayments to articiating brokers that exceed a redetermined amount are "recatured" and are returned to the client. At the close of each quarter, the Commission Usage Analyst runs the rocesses that calculate the commission recature for all articiating brokers based on the gross agency commissions aid by the funds. All target thresholds (e.g., contractual and voted research services, and caital committed trades) are backed out of the gross agency commissions using a roortionate share allocation. CUG sends each broker a recature memo that lists each client's recature as well as instructions outlining wire instructions for the recatured amount. The PTO and PRS receives quarterly reorts from CUG detailing total amount of Print Date and Time: 26 Jan :06:52 PM GMT -04:mramis Global Advisors Page 5 of 8

40 Document Name: CSR Document Version: 4.0 commission recatured and ro rated share of commission aid to Pyramis client accounts. VI. Oversight Function The following grous within Pyramis are resonsible for the oversight of the commission usage rogram: VII. PTO PRS Pyramis Trade Oversight Committee Methods of Conducting Oversight The PTO lays a key role in the oversight of Pyramis and FMR Co commission usage rograms as it relates to Pyramis trades executed at FMR Co Trading desk and Pyramis Trading desk. The PTO receives variety of reorting related to the commission usage rogram, which includes the following: New vendor/roduct reort detailing number of new vendor and roducts added to the commission usage rogram. The reort is reviewed for comleteness and accuracy of vendors and services under current commission usage rogram. t Quarterly reort of broker voting rocess detailing the result of the broker votes, summary comments, value of services voted, etc. The reort is reviewed for reasonableness and how Pyramis voting comares to Fidelity voting and corresonding value of services voted. Quarterly commission recature reort from CUG detailing commissions earned, amount recatured, ro-rated amount due to Pyramis client accounts. The PTO reviews to seek to ensure commission recatured amounts are reasonable and that Pyramis clients have been aroriately refunded amounts that were due. Quarterly mix use service reort from CUG detailing how mix use services are allocated. The reort is reviewed to seek to ensure that allocations are consistent according to the aroved allocation methodology. Additionally, the PTO reviews broker voting and oints assignment methodology on an annual basis to seek to ensure fair and consistent treatment of Pyramis interest in the commission usage rogram. The PTO reresents Pyramis in the Commission Usage Oversight Committee and is art of roceedings of the Committee, which includes olicy setting, review and aroval of matters related to the commission usage rogram. Pvramis Trade Oversight Committee Pyramis Trade Oversight Committee receives quarterly udate on the commission usage.rogram from the PTO. The udate contains information relative to broker voting rocess, number of new vendors and services aroved for commission usages, amount of mix use allocations, amount of commission recatured and aid to Pyramis clients, etc. Pyramis Trade Oversight Committee reviews ertinent issues and aroves recommended changes in olicy and oversight controls. Print Date and Time: 26 Jan :06:52 PM GMT -04:~rami.s Global Advisors Page 6 of 8

41 Document Name: CSR Document Version: 4.0 VIII. Related Policies Directed Brokerage Ban Policy and Procedures (attached) IX. Escalation The Pyramis CCO and/or the PTO escalates all significant commission usage-related issues to the Pyramis Trade Oversight Committee for further review. As aroriate, the Executive Committee and the alicable Boards will be informed of significant issues and related actions taken by the resonsible arties. Print Date and Time: 26 Jan :06:52 PM GMT -04:Ryramis Global Advisors Page 7 of 8

42 Document Name: CSR Document Version: 4.0 Attachment I - A broker-dealer's romoting or selling of fund shares may not be taken into account when Pyramis is trading with that broker-dealer and a broker-dealer may not be comensated for romoting or selling fund shares by directing trades to that brokerdealer. Also, Pyramis may not enter into any agreement or other understanding under which Pyramis directs, or is exected to direct, ortfolio securities transactions, or any remuneration described in Rule 12b-l(h) under the Investment Comany Act of 1940 ("remuneration"), to a broker-dealer in consideration for the romotion or sale of shares issued by the fund or any other registered investment comany. Pyramis has in lace the following rocedures: Pyramis and FMR Co's traders are instructed by trading management and Pyramis and Fidelity's Comliance Grous to focus exclusively on execution quality when they trade with broker-dealers. Pyramis and FMR Co traders are rohibited from communicating with marketing or sales ersonnel about the romotion or sale of fund shares by broker-dealers that also may effect transactions on behalf of the funds. Pyramis Comliance and FMR Co Investment Comliance (FMR IC) eriodically educates Pyramis traders and FMR traders, resectively, concerning Rule 12b-l(h). Pyramis and FMR Co analyze execution quality. Print Date and Time: 26 Jan :06:52 PM GMT -04:GByramis Global Advisors Page 8 of 8

43 Ethics Office MyComliance.fmr.com 2009 Rules for Emloyee Investing CODE OF ETHICS FOR PERSONAL INVESTING Core Version POLICY ON INSIDE INFORMATION RULES FOR BROKER-DEALER EMPLOYEES

44 Rules for Emloyee Investing Trust: it works for all of us and so does good judgment The Rules for Emloyee Investing are fairly comrehensive. They cover most of the ersonal investing situations a Fidelity emloyee is likely to find. Yet it s always ossible you will encounter a situation that isn t fully addressed by the rules. If that haens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three rinciles: 1. Know the olicy. If you think your situation isn t covered, check again. It never hurts to take a look at the rules. 2. Seek guidance. Asking questions is always aroriate when you are unclear about what the olicy says or how it alies to your situation. Your manager and the Ethics Office are two good laces to start. 3. Use sound judgment. Analyze the situation and weigh the otions. Think about how your decision would look to an outsider. The trust of our customers is essential to our business, and ethical behavior by all emloyees is essential to maintaining that trust. Knowing and following the Code of Ethics is one of the most imortant ways we show customers that we re serious about the trust they ve laced in us. These Rules for Emloyee Investing contain the Code of Ethics for Personal Investing, the Policy on Inside Information, and the Rules for Broker-Dealer Emloyees. The Core Version of the Code of Ethics for Personal Investing contains rules about owning and trading securities for ersonal benefit. This version alies to emloyees of Fidelity who are not involved with the management, oerations, or oversight of the Fidelity funds or other advised clients of Fidelity. Kee in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may aly to you. The Policy on Inside Information, which alies to every Fidelity emloyee, contains rules on inside information and how to revent its unauthorized use or dissemination. The Rules for Broker-Dealer Emloyees aly to emloyees who have a securities license or who are emloyed by or associated with one of Fidelity s broker-dealers. CONTACT INFORMATION Ethics Office Phone (001) (001) Fax (001) ethics.office@fmr.com Mail zone ZW10B Web MyComliance.fmr.com To call the hone numbers from outside the United States or Canada, dial 001 before the number. 2

45 Other olicies you should be aware of There are other olicies that you need to be familiar with. These include: Professional Conduct Policies and other Fidelitywide olicies (available at HRSolutions.fidelity.com). Equal Emloyment Oortunity and Policy Prohibiting Discrimination and Harassment (available at HRSolutions.fidelity.com). Electronic Communications, Equiment and Systems Usage Policy (available at HRSolutions.fidelity.com). Information Security ractices (available at infosecurity.fmr.com). Anti-Money Laundering Policy (available at MyComliance.fmr.com). Fidelity Policy on Business Entertainment and Worklace Gifts (available at MyComliance.fmr.com). Policy: Outside Activities and Affiliations (available at MyComliance.fmr.com). Foreign Anti-Corrution Policy (available at MyComliance.fmr.com). Code of Ethics for 1 Personal Investing 4 What s Required Acknowledging that you understand the rules Comlying with federal securities laws Reorting violations to the Ethics Office Disclosing all covered accounts Moving covered accounts to Fidelity Getting rior aroval to serve as a director What s Prohibited Trading restricted securities Selling short Particiating in an IPO Particiating in an investment club Investing in a hedge fund Excessive trading Using a derivative to get around a rule 2 Policy on Inside Information 10 Rules Call the Ethics Office if you may have become aware of inside information Do not share inside information Do not trade securities when you are aware of inside information Safeguard inside information Rules for 3 Broker-Dealer Emloyees 13 Personal Securities Accounts Place trades and make trade adjustments through secific Fidelity channels Pay for and deliver securities on time Use of trading information Do not make certain transactions Do not trade in an account you do not own Do not act as a broker or make trade adjustments for your accounts Do not use fictitious or nominee accounts or engage in rearranged trades Do not share rofits or losses with others Do not borrow money from or lend money to a customer Do not circulate rumors Activities Requiring Prior Aroval Get rior aroval for rivate securities transactions Get rior aroval for articiating in certain activities outside of Fidelity Get rior aroval for other activities Other Policies of Fidelity and Your Business Unit Comly with the Fidelity Policy on Business Entertainment and Worklace Gifts Familiarize yourself with other olicies Electronic communications Falsification of records Imroer conduct Maintenance of Your Securities License Your disclosure obligations Additional requirements concerning your securities license Kee u with your continuing education requirements Attend annual comliance meetings 3

46 United Kingdom. SIGNATURE A DATE MM / DD / YYYY 1 Code of Ethics for Personal Investing Core Version Following the rules in letter and in sirit This Core Version of the Code of Ethics contains rules about owning and trading securities for ersonal benefit. Certain rules, which are noted, aly both to you and to anyone else who is a covered erson (see Key Concets on age 6). You have a fiduciary duty to never lace your own ersonal interest ahead of the interests of Fidelity s clients, including shareholders of the Fidelity funds. This means never taking unfair advantage of your relationshi to the funds or Fidelity in attemting to benefit yourself or another arty. It also means avoiding any actual or otential conflicts of interest with the funds or Fidelity when managing your ersonal investments. Because no set of rules can anticiate every ossible situation, it is essential that you follow these rules not just in letter, but in sirit as well. Any activity that comromises Fidelity s integrity, even if it does not exressly violate a rule, has the otential to harm Fidelity s reutation and may result in scrutiny or further action from the Ethics Office. WHAT S REQUIRED Acknowledging that you understand the rules When you begin working for Fidelity, and again each year, you are required to: acknowledge that you understand and will comly with all rules that aly to you authorize Fidelity to have access to all of your covered accounts (see Key Concets on age 6) and to obtain and review account and transaction data (including dulicate coies of non-fidelity account statements) for comliance or emloymentrelated uroses acknowledge that you will comly with any new or existing rules that become alicable to you in the future RULES ACKNOWLEDGMENT Ethics Office Ethics Office MyComliance.fmr.com MyComliance.fmr.com Acknowledgment Form 2009 This is an acknowledgment form for the Rules for Emloyee Investing, which include the following (collectively, the Rules ): Code of Ethics for Personal Investing (the Code ) Policy on Inside Information Rules for Broker-Dealer Emloyees Alies only to emloyees with a securities registration, or who are emloyed by or are an associated erson of any of the Fidelity broker-dealers, or have been notified by the Ethics Office that these rules aly to you. Sulement to the Code of Ethics for Personal Investing Alies only to emloyees based in Hong Kong, Jaan, Ireland, and the Sulement to the Policy on Inside Information Alies only to emloyees based in the United Kingdom. Please acknowledge your understanding of the Rules by signing and returning this form to the Ethics Office (mail zone ZW10B, fax number ) within 10 days of hire (new emloyees) or as requested by the Ethics Office (current emloyees). NAME (First, Middle, Last) CORPORATE ID New emloyee Contractor/temorary emloyee By signing below, I: certify that I have received, have read, and understand the Rules; certify that I have shared the Rules with all covered ersons (as defined in the Code); certify that I have conducted myself in accordance with the rior version of these Rules (current emloyees only), and will conduct myself in accordance with these Rules going forward (all emloyees); acknowledge that Fidelity may amend the Rules at any time, and that I am resonsible for being aware of, and comlying with, the most current version of the Rules; acknowledge that all securities transactions in all of my covered accounts (as defined in the Code) are subject to the Rules; authorize Fidelity to have access to all of my Fidelity accounts, and to receive dulicate confirmations and statements for any covered accounts; acknowledge that my communications with the Ethics Office (including those about securities re-clearance) may be recorded; certify that I have read, understand, and will conduct myself in accordance with Fidelity s Information Security ractices (available at infosecurity.fmr.com), which is not art of these Rules; certify that I have read, understand, and will conduct myself in accordance with Fidelity s Professional Conduct Policies (available at HRSolutions.fidelity.com), which are not art of the Rules; certify that I have read, understand, and will conduct myself in accordance with the Fidelity Policy on Business Entertainment and Worklace Gifts (available at MyComliance.fmr.com), if alicable, which is not art of the Rules; and certify that I have read, understand, and will conduct myself in accordance with Fidelity s Foreign Anti- Corrution Policy (available at MyComliance.fmr.com), if alicable, which is also not art of these Rules. Resond to the that you receive from the Ethics Office to acknowledge your understanding of the rules. To Do Promtly resond to the you receive from the Ethics Office each year requiring you to acknowledge the Code of Ethics. New emloyees need to resond within 10 days of hire. If you do not have access to , you may obtain a hard coy of the Acknowledgment Form at MyComliance.fmr.com or by contacting the Ethics Office. X REV. JAN. 09 PAGE 1 OF 1 CODE OF ETHICS CORE VERSION 4

47 Comlying with federal securities laws In addition to comlying with these rules and other comany-wide olicies, you need to comly with federal securities laws. Reorting violations to the Ethics Office If you become aware that you or someone else has violated any of these rules, you need to romtly reort the violation. To Do Call the Ethics Office Service Line at (001) or (001) Call the Chairman s Line at (001) if you would refer to seak on a non-recorded line. ACCOUNTS AND HOLDINGS DISCLOSURE Disclosing all covered accounts You must disclose all covered accounts. This rule covers not only accounts under your own name or control, but also those under the name or control of your covered ersons (see Key Concets on age 6). It includes accounts held at Fidelity as well as those held at other financial institutions. To Do Emloyees newly subject to this rule Within 10 days of hire, submit an Accounts and Holdings Disclosure showing all of your covered accounts. Forward the most recent statement for each account listed to the Ethics Office. If you do not have any covered accounts, check the aroriate box in the online form confirming that you have nothing to disclose. Current emloyees As soon as any new covered account is oened, or a re-existing account becomes associated with you (such as through marriage or inheritance), comlete an Accounts and Holdings Disclosure (available at MyComliance.fmr.com) with the new information and submit it romtly to the Ethics Office. Use the online form to disclose all new covered accounts that become associated with you. MyComliance.fmr.com CODE OF ETHICS CORE VERSION 5

48 Moving covered accounts to Fidelity You and your covered ersons need to maintain all covered accounts (see Key Concets below) at Fidelity Brokerage Services LLC (FBS). Excetions With rior written aroval from the Ethics Office, you or your covered ersons can maintain a covered account at a broker-dealer other than FBS if any of the following alies: it contains only securities that cannot be transferred it exists solely for roducts or services that FBS does not rovide it exists solely because your covered erson s emloyer also rohibits external covered accounts it is managed by a third-arty registered investment adviser with discretionary authority over the account it is associated with an ESOP (emloyee stock otion lan) in which a covered erson is the articiant through their current emloyer and for which the emloyee has otions that have not yet vested it is associated with an ESPP (emloyee stock urchase lan) in which a covered erson is a articiant through his or her current emloyer it is required by a direct urchase lan, a dividend reinvestment lan, or an automatic investment lan with a ublic comany (collectively, automatic investment lans ) in which regularly scheduled urchases are made or lanned on at least a quarterly basis (note that only new emloyees with an existing automatic investment lan may qualify for this excetion) it is required by a trust agreement it is associated with an estate of which you or any of your covered ersons is the executor, but not a beneficiary, and involvement with the account is temorary transferring the account would be inconsistent with other alicable rules To Do Transfer assets to an FBS account. Close all external covered accounts excet for those which you have received written ermission to maintain. For ermission to maintain an external covered account, submit a comleted Excetion Request Form (available at MyComliance.fmr.com) to the Ethics Office. Follow the secific instructions for each tye of account and rovide a current statement for each account. Comly with any Ethics Office request for dulicate reorting. KEY CONCEPTS Certain terms have a secific meaning within this version of the Code of Ethics. These terms are defined as Key Concets. Covered erson This includes: you your souse, or domestic artner who shares your household any immediate family member who shares your household and who is either under 18 or is suorted financially by you anyone else the Ethics Office has designated as a covered erson Immediate family member Your souse, or domestic artner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adotion, or marriage: children, stechildren, and grandchildren arents, ste-arents, and grandarents siblings arents-, children-, or siblings-in-law Covered account The term covered account encomasses a fairly wide range of accounts. Imortant factors to consider are: your actual or otential investment control over an account including whether you have trading authority, ower of attorney, or investment control over an account Secifically, a covered account is a brokerage account or any other tye of account that holds, or is caable of holding, a covered security, and that belongs to, or is controlled by (including trading discretion or investment control), any of the following: a covered erson any cororation or similar entity where a covered erson is a controlling shareholder or articiates in investment decisions by the entity any trust of which you or any of your covered ersons: articiate in making investment decisions for the trust is a trustee who has an oortunity to rofit from the trust s investment oerations or whose immediate family is a beneficiary of the trust is a settlor who can indeendently revoke the trust and articiate in making investment decisions for the trust Excetion With rior written aroval from the Ethics Office, a covered account may qualify for an excetion from these rules if a covered erson has no trading discretion or influence over the account, such as a blind trust. Automatic investment lan A rogram in which regular eriodic urchases (or withdrawals) are made automatically in (or from) covered accounts according to a set schedule and allocation. Fidelity fund The terms fund and Fidelity fund mean any investment comany or ool of assets that is advised or subadvised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity. Selling short Selling a security that is on loan to you from a brokerdealer (rather than owned by you) at the time you sell it. CODE OF ETHICS CORE VERSION 6

49 WHAT S PROHIBITED Trading restricted securities Neither you nor your covered ersons may trade a security that Fidelity has restricted. If you have been notified not to trade a articular security, neither you nor your covered ersons may trade that security until you are notified that the restriction has been removed. Getting rior aroval to serve as a director You need to get rior written aroval to serve as a director or trustee of any ublicly traded comany, or of a non-fidelity rivately held comany that is likely to issue shares. Aroval deends on a determination that the activity will not conflict with the best interests of the funds and their shareholders. Note that the Policy: Outside Activities and Affiliations (available at MyComliance.fmr.com) requires rior written aroval for other activities as well, including acceting additional emloyment outside of Fidelity or articiating in an activity that may create an actual or erceived conflict of interest with Fidelity. To Do Request written aroval from both your manager and the Ethics Office before articiating in any activities outside of Fidelity by comleting an Outside Activity Request Form (available at MyComliance.fmr.com). Selling short The short osition in a articular covered security may not exceed the number of shares of that security held in the same account. This rohibition includes selling securities short (see Key Concets on age 6), buying uts to oen, selling calls to oen, straddles and sreads. Excetions Otions and futures on, or ETFs that track, the following indexes: Dow Jones Industrial Average, NASDAQ 100, Russell 1000, Russell 2000, S&P 100, S&P 500, S&P Midca 400, S&P Euroe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, Deutscher Aktien IndeX (DAX 30), S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), and Nikkei 225. Otions, futures, and ETFs based on one or more instruments that are not covered securities (i.e., commodities, currencies, and U.S. Treasuries; see Key Concets below for an exanded list of noncovered securities). KEY CONCEPTS, continued Covered security This definition alies to all ersons subject to this version of the Code of Ethics. The term covered security encomasses most tyes of securities, including, but not limited to: shares of stock (of both ublic and rivate comanies) ownershi units in a rivate comany or artnershi cororate and municial bonds bonds convertible into stock otions on securities (including otions on stocks and stock indexes) security futures (futures on covered securities) shares of exchangetraded funds (ETFs) shares of closed-end mutual funds Excetions The following are not considered covered securities: shares of oen-end mutual funds (including Fidelity funds) shares of money market funds (including Fidelity money market funds) shares, debentures, or other securities issued by FMR LLC to you as comensation or a benefit associated with your emloyment U.S. Treasury securities obligations of U.S. government agencies with remaining maturities of one year or less money market instruments, such as certificates of deosit, banker s accetances, and commercial aer currencies traded on an exchange commodities (such as agricultural roducts or metals), and otions and futures on commodities that are traded on a commodities exchange CODE OF ETHICS CORE VERSION 7

50 Particiating in an IPO Neither you nor your covered ersons are allowed to articiate in an initial ublic offering (IPO) of securities where no ublic market in a similar security of the issuer reviously existed. This rule alies to equity securities, cororate debt securities, and free stock offers through the Internet. Excetions With rior written aroval from the Ethics Office, you and your covered ersons may articiate if: you or your covered ersons have been offered shares because you already own equity in the comany you or your covered ersons have been offered shares because you are a olicyholder or deositor of a mutual comany that is reorganizing into a stock comany you or your covered ersons have been offered shares because of emloyment with the comany To Do For aroval to articiate in an IPO that may qualify as an excetion, submit to the Ethics Office a comleted Excetion Request Form (available at MyComliance.fmr.com). Do not articiate in any IPO without rior written aroval from the Ethics Office. Particiating in an investment club Neither you nor your covered ersons may articiate in an investment club or similar entity. Investing in a hedge fund Neither you nor your covered ersons may invest in a hedge fund, alternative investment, or similar investment roduct or vehicle. Excetions Investment roducts or vehicles issued or advised by Fidelity. An unregistered investment roduct or vehicle that you or your covered ersons bought before joining Fidelity. You must show that you and your covered ersons have no influence over the roduct s or vehicle s investment decisions and that the investment cannot be readily liquidated or that liquidation would cause a significant hardshi. The rior written aroval of the Ethics Office is required to qualify for this excetion. Note that even if your request is aroved, neither you nor your covered ersons can make any further investments in the roduct, and the investment must be liquidated at the earliest oortunity. To Do To request an excetion to invest in an investment roduct or vehicle issued or advised by Fidelity, submit a comleted Private Transaction Request Form (available at MyComliance.fmr.com) to the Ethics Office. To request an excetion to maintain a re-existing investment, submit a comleted Private Transaction Request Form (available at MyComliance.fmr.com) to the Ethics Office. Note that even if your request is aroved, neither you nor your covered ersons can make any further investments in the roduct or vehicle, and the investment must be liquidated at the earliest oortunity. CODE OF ETHICS CORE VERSION 8

51 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 of his or her covered accounts should exect additional scrutiny of his or her trades. The Ethics Office monitors trading activity, and may limit the number of trades allowed in your covered accounts during a given eriod. Excetion This rule does not aly to transactions in an account that is managed by a third-arty registered investment adviser with discretionary authority over the account. Using a derivative to get around a rule If something is rohibited by these rules, then it is also against these rules to effectively accomlish the same thing by using a derivative. This includes futures, otions, and other tyes of derivatives. HOW WE ENFORCE THE CODE OF ETHICS The Ethics Office regularly reviews the forms and reorts it receives. If these reviews turn u information that is incomlete, questionable, or otentially in violation of this Code of Ethics, the Ethics Office will investigate the matter and may contact you. If it is determined that you or any of your covered ersons have violated this Code of Ethics, the Ethics Office or another aroriate arty may take action. Among other things, otential actions may include: an informational memorandum a written warning a fine, disgorgement of rofit, or other ayment a limitation or ban on ersonal trading referral of the matter to Human Resources dismissal from emloyment referral of the matter to civil or criminal authorities Fidelity takes all Code of Ethics violations seriously, and, at least once a year, rovides the funds trustees with a summary of actions taken in resonse to material violations of this Code of Ethics. You should be aware that other securities laws and regulations not addressed by this Code of Ethics may also aly to you, deending uon your role at Fidelity. Fidelity and the funds retain the discretion to interret this Code of Ethics and to decide how the rules aly to any given situation. Excetions In cases where excetions to this Code of Ethics are noted and you may qualify for them, you need to get rior written aroval from the Ethics Office. The way to request any articular excetion is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an excetion that is not discussed in this Code of Ethics, you may submit a written request to the Ethics Office. Your request will be considered by the Ethics Office, and you will be notified of the outcome. Aeals If you believe a request of yours has been incorrectly denied or that an action is not warranted, you may aeal the decision. To make an aeal, you need to give the Ethics Office a written exlanation of your reasons for aeal within 30 days of when you were informed of the decision. Be sure to include any extenuating circumstances or other factors not reviously considered. During the review rocess, you may, at your own exense, engage an attorney to reresent you. The Ethics Office may arrange for senior management or other arties to be art of the review rocess. The Ethics Office will notify you in writing about the outcome of your aeal. CODE OF ETHICS CORE VERSION 9

52 2 Policy on Inside Information Ethics Office (001) (001) INSIDE INFORMATION Under this olicy, inside information is any information about the issuer of a security, or the security itself, that is both material and non-ublic. Information may be material if: it is reasonable to exect that the rice of a security or related securities of the same issuer would change if the information were made ublic; or there is a substantial likelihood that a reasonable investor would consider the information imortant in making an investment decision. Information may be nonublic if the information is not generally available to the ublic in a widely used medium, such as eriodic reorts, ress releases or other eriodic communications. Always check with the Ethics Office (or another erson designated by your business unit sulemental olicy) before acting on or sharing any information that may otentially be inside information. The urose of this olicy is to facilitate comliance with securities laws by rohibiting anyone at Fidelity from trading any security of an issuer while aware of material, non-ublic information about that issuer. This olicy also exlains the requirements for handling any otential inside information of which you become aware, in order to revent its unauthorized use or dissemination. Failure to comly with this olicy is a serious breach of your resonsibilities as a Fidelity emloyee. Mishandling inside information may violate federal securities law and subject you to substantial criminal and civil liability as well as discilinary action by Fidelity. Call the Ethics Office if you may have become aware of inside information If you believe you may have become aware of inside information (see definition in sidebar), whether as art of your job or otherwise, the first thing you must do is call the Ethics Office (or another erson designated by your business unit sulemental olicy). Do not tell anyone else about the information, including your manager. When you contact the Ethics Office, let the Ethics Office know that you may have become aware of inside information. In general, do not disclose the details about the information unless the Ethics Office exressly requests such information. A Fidelity attorney may contact you to discuss the details of the information and determine whether the information is, in fact, inside information. You should never make any decisions regarding otential inside information for examle, whether the information is material or non-ublic, or what stes should be taken as a result on your own. Rather, you must contact the Ethics Office and follow the instructions you are rovided. It is imortant to understand that the ossession of inside information is not in itself necessarily an indication of any wrongdoing. In some situations, the Ethics Office or a Fidelity attorney may contact you roactively if there is reason to believe that you may have become aware of inside information. To Do If you think you may have become aware of inside information, or simly have a related question, romtly call the Ethics Office (or another erson designated by your business unit sulemental olicy). The Ethics Office may then have a Fidelity attorney contact you. Either the Ethics Office or the Fidelity attorney will tell you what you should do. Your business unit may also have a sulemental olicy that you must follow. For instance, FMR Co. has a sulemental olicy that instructs emloyees to contact a Fidelity attorney directly before contacting the Ethics Office if the emloyee believes he or she may have become aware of inside information. If you are subject to a sulemental olicy, you must comly with its requirements as well as with those described in this olicy, excet in limited circumstances of which the Fidelity attorney will inform you. Contact the Ethics Office for further information. Comly with all instructions you are given by the Ethics Office and the Fidelity attorney. Udate the Ethics Office and the Fidelity attorney when you believe the information has been made ublic. POLICY ON INSIDE INFORMATION 10

53 Do not share inside information Do not disclose otential inside information to anyone within or outside of Fidelity, including your manager, your co-workers, emloyees or directors of the issuer, family members, or friends, excet as directed by the Ethics Office or the Fidelity attorney by whom you were contacted. Never make your own determination about who else may need to know the information, including those whom you believe have a business interest in the information. Even if you think that sharing the information is aroriate or harmless, you may not do so unless directed to do so by the Ethics Office or the Fidelity attorney. Emloyees may become liable for imroer transactions by any erson to whom they have disclosed inside information, or to whom they have made investment recommendations or exressed oinions on the basis of such information. In addition, the erson who receives such information can become subject to the same trading restrictions as the source of the information. To Do If directed by the Ethics Office or the Fidelity attorney: Acknowledge your agreement to the terms of a confidentiality letter. Use the code name you are given when communicating about the subject of the information. Do not trade securities when you are aware of inside information You are rohibited from lacing, influencing, or recommending a trade in any security of an issuer when you are aware of inside information about that issuer. That means you may not buy or sell these securities, and you may not ti anyone to trade in these securities. This rule alies not only to your covered accounts, but also to any account you manage, including accounts managed or administered by Fidelity. This rule also alies regardless of your connection to an account and its owner(s) and regardless of whether you receive any financial or other benefit from the account or the trade. In addition, this rule also alies regardless of whether you have other indeendent justifications for your trade or whether your trade is in a different direction than the information may indicate. To Do Never lace a trade, ti anyone, influence a trade, or recommend a trade in a security when you are aware of inside information. Kee in mind that any trade, whether it is an order to buy or sell, or whether it is a trade in any derivative securities of an issuer (such as otions or futures), is rohibited. POLICY ON INSIDE INFORMATION 11

54 Safeguard inside information You are resonsible for safeguarding inside information about which you are aware from unauthorized disclosure. All emloyees, esecially those whose jobs may bring them into contact with inside information, should take aroriate stes to rotect such information. To Do Never discuss inside information in ublic laces, either inside or outside the office even if you think no one can hear you or would understand what you are talking about. Store sensitive documents in a secure lace. Do not leave sensitive documents at coiers or in conference rooms. Do not even leave them in view around your office or worksace when you are not there. When disosing of sensitive documents, do not ut them in ordinary wastebaskets or recycling bins. Instead, follow the document-handling rocedures for Fidelity Highly Confidential Information. These rocedures are described in the Information Protection Policy (SP2I), available at InfoSecurity.fmr.com. Use asswords to rotect comuter information. Change them frequently. INSIDE INFORMATION AND THE WORKPLACE Sources of Inside Information There are a number of ways a Fidelity emloyee might become aware of inside information. For examle: An emloyee may hear inside information from ersonal sources, such as a souse who works at a ublic comany, or even by overhearing an elevator conversation. A Fidelity consultant may reveal inside information (either knowingly or not knowingly) to an emloyee in the course of conducting the consulting business. An emloyee of an issuer may disclose inside information (either knowingly or not) in a conversation with a Fidelity emloyee. An emloyee may be negotiating a contract or joint venture between Fidelity and a ublic comany, and the substance of the contract or even the existence of the negotiations could constitute inside information. An emloyee may learn inside information from a conversation with a Fidelity customer in the course of handling the customer s request to trade in his or her account. A securities issuer may reveal inside information in the course of seeking Fidelity s views of a roosed cororate action. A ublic comany could be the current rovider to a client and the client has ut the business out for bid to Fidelity. As these examles show, for some emloyees it is inevitable that they will become aware of inside information in the normal course of doing their jobs. But because of the risks and resonsibilities that come with the awareness of inside information, it is always a good idea to avoid receiving it wherever ossible. You cannot be held resonsible for misusing information you do not have. The Imortance of Internal Information Barriers Just as it is essential that individual emloyees act resonsibly with any inside information they acquire, it is essential for Fidelity s oerations that inside information from one business area not be shared with other areas that would be comromised by having it. To this end, Fidelity maintains internal information barriers. Their urose is to kee inside information contained to where its use is necessary and legitimate, so that those who do not have the information are free to trade the securities involved. The inside information rules in this olicy are a vital reinforcement for these barriers. Following this olicy not only rotects emloyees ersonally, but also is essential in maintaining Fidelity s integrity and reutation. Fidelity s Policy and the Securities Laws Trading on or sharing inside information is a serious violation of law. Attemting to defraud a ortfolio or the market in any way is a violation of Fidelity olicies and federal law. The securities laws that deal with inside information rovide severe enalties for misuse of inside information, including fines, jail sentences, and being barred from emloyment in the securities industry. Fidelity is vigilant in its own enforcement efforts as well. An emloyee who violates this olicy will be subject to discilinary action by Fidelity, otentially including dismissal. Some of these rules may be more restrictive than those required under the law. One of the main reasons for this is the comany s strong interest in avoiding even the aearance of any imroriety. Questions? With inside information, the rule of thumb is: ask before you act. You are always free to contact the Ethics Office anytime with questions or concerns about otential inside information. POLICY ON INSIDE INFORMATION 12

55 3 Rules for Broker-Dealer Emloyees These Rules for Broker-Dealer Emloyees (these Rules ) sulement the Code of Ethics for Personal Investing (the Code of Ethics ). They aly to all categories of emloyees discussed in the box below. These Rules concern ersonal securities transactions, outside business activities, and certain other conduct. The urose of these Rules is to facilitate comliance with securities laws, industry regulations and Fidelity olicies and to safeguard against actual or aarent conflicts of interest. Your broker-dealer or business unit may have additional requirements that are more restrictive than these Rules. If you are subject to a sulemental olicy, you must comly with its requirements as well as with those described in these Rules. PERSONAL SECURITIES ACCOUNTS These Rules cover all tyes of securities accounts, including but not limited to your brokerage accounts. As a Fidelity emloyee, you are required to maintain all of your covered accounts at Fidelity Brokerage Services LLC unless you have been granted an excetion from the Ethics Office to maintain an external covered account. Refer to the Code of Ethics for further information on this requirement and the excetions to this rule. WHO THESE RULES APPLY TO These Rules aly to you if you fall into any one of these categories: you have a Series 6, Series 7 or other securities registration you are an emloyee or associated erson of one of Fidelity s broker-dealers, which include: Fidelity Brokerage Services LLC Place trades and make trade adjustments through secific Fidelity channels Unless you have obtained rior written aroval from your manager, suervisory rincial (if alicable), and the Ethics Office, you must make all securities trades, or requests for trade related adjustments, using one of the following aroved trading channels: Fidelity.com Fidelity Automated Service Telehone (FAST): the Emloyee Trading Gate: a Private Access Team authorized for this urose Please note: The manager or designated suervisory rincial is resonsible for reviewing the trading of any emloyee subject to these rules. National Financial Services LLC Fidelity Investments Institutional Services Comany, Inc. Fidelity Distributors Cororation Pyramis Distributors Cororation LLC the Ethics Office has notified you that these Rules aly to you RULES FOR BROKER-DEALER EMPLOYEES 13

56 Settlement eriods Currently, some money market mutual funds settle on the same day as the trade, while others settle the business day following the trade (T+1). Other mutual funds, Treasury securities, and otions currently settle the business day following the trade (T+1). Other securities, including stocks, currently settle the third business day following the trade (T+3). Immediate family member Your souse, or domestic artner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adotion, or marriage: children, stechildren, and grandchildren arents, ste-arents, and grandarents siblings arents-, children-, or siblings-in-law Pay for and deliver securities on time You need to ay for securities you have bought and deliver securities you have sold on time (see sidebar for current settlement eriods). No extensions will be granted. You must use ready cash (including any available margin) to ay for securities. This means, in a cash account, you cannot buy a security with the roceeds from selling that security before the sold security has settled ( freeriding ). Also, you cannot ay for a urchase with roceeds from the sale of any security that was initiated after the trade date of the urchase ( liquidation instead of ayment ). To Do Make sure you have ready cash before lacing any orders to buy securities. Call the Emloyee Trading Gate if you have any questions about this rule. Use of trading information Do not take advantage of information which has been obtained by reason of, or in the course of, your emloyment. Examles of imroer use include: Trading ahead of ( frontrunning ), in tandem with, or immediately after ( tailgating ) orders of customers or other emloyees. Transactions including trading based on information acquired from Fidelity systems or databases. This includes transactions in ersonal accounts and assing information to a friend. Do not make certain transactions Do not lace a trade, ti anyone, influence a trade, or recommend a trade in a security when you are aware of inside information. You must comly with the Fidelity Policy on Inside Information at all times. Do not engage in transactions that may involve, or could aear to involve, a conflict of interest between yourself and any customer accounts. Do not urchase shares of an initial ublic offering (IPO) for yourself or an immediate family member. Do not trade in an account you do not own You may not exercise discretion in an account for which you are not the registered owner. Excetion You may be eligible for an excetion to this rule if the account owner is an immediate family member. With the rior written aroval of your manager, suervisory rincial (if alicable), and the Ethics Office you may be allowed to exercise either limited or full trading authority over an immediate family member s account. Note that a ower of attorney over an immediate family member s account will only be granted under secial circumstances (such as evidence of incaacitation). If an excetion is aroved, the account will become subject to these Rules. In addition, trading on margin, in otions, and in nonexchange listed enny stocks will not be allowed. Acting as custodian of a related child s UGMA or UTMA account does not require aroval and is not restricted under this rule. REGULATORY AND ENFORCEMENT INFORMATION Fidelity retains the discretion to interret and aly these Rules. Violation of any of these Rules may result in discilinary action including termination of emloyment with Fidelity. FINRA requires member firms to reort certain events involving themselves and their emloyees. Information you rovide under these Rules will, if necessary, be reorted to the aroriate regulatory organizations. Even if a circumstance falls within the definition of a stated excetion, you may be denied aroval if certain facts are inconsistent with the general rinciles of these Rules and other Fidelity olicies. In cases where an excetion has not been outlined, the Ethics Office, uon written request, will consult with the relevant Comliance Officer to consider an excetion, and will maintain a written record of any excetions granted under this rocess. If you believe a request of yours has been denied incorrectly or you have received a sanction that you feel is unwarranted, you may aeal in writing within 30 days of being notified of the decision. Use the instructions for aeals outlined in the Code of Ethics or contact the Ethics Office for further instructions. RULES FOR BROKER-DEALER EMPLOYEES 14

57 Aroved Trading Channels Emloyee Trading Gate Web fidelity.com FAST Imortant Contacts Ethics Office Service Line Regulatory Services To Do To request ermission to trade in a brokerage account of which you are not the registered owner, comlete a Trading Authorization Request Form (available at MyComliance.fmr.com) and rovide the form and all suorting documentation to your manager and suervisory rincial (if alicable) for aroval before sending to the Ethics Office for its consideration. If you receive trading authorization from your manager, suervisory rincial (if alicable), and the Ethics Office, comlete a Fidelity Trading Authorization and Indemnification Form (available at fidelity.com), have it signed by the account owner, and forward it with a coy of your written aroval from the Ethics Office to Fidelity Brokerage Services LLC. If you receive ermission, the account will be deemed a covered account under the Code of Ethics. In addition, you must lace all trades in the subject account through the Emloyee Trading Gate and indicate to the trading reresentative that the trades you are making in the account are ursuant to your discretionary trading authorization on the subject account. Do not act as a broker or make trade adjustments for your accounts You are not allowed to: enter trade adjustments, or adjust commissions, on any account owned by you or an immediate family member erform the transfer or journaling of securities or funds between any of your accounts and any other account erform maintenance (such as address changes or dividend instructions) on any account owned by you or an immediate family member; as with all Fidelity customers, emloyees and their immediate family members are able to erform routine maintenance on their own accounts by using fidelity.com or by submitting the aroriate Fidelity form through normal customer rocessing channels To Do If you wish to erform any of the above activities, you must obtain assistance through one of the aroved channels (see Place trades and make trade adjustments through secific Fidelity channels ), or by visiting your local Investor Center. Do not erform the activity yourself. Do not use fictitious or nominee accounts or engage in rearranged trades You may not establish or maintain any account under a false name or in the name of any arty who is not the real owner. In addition, you may not engage in any rearranged, washed, or matched trades for any of your accounts. Do not share rofits or losses with others You cannot share in the rofits or losses of any customer account. Do not borrow money from or lend money to a customer You cannot borrow money from or lend money to any Fidelity customer. Certain limited excetions may aly. Please contact your business unit s Comliance Officer for any additional information. Do not circulate rumors You must never intentionally sread false rumors or engage in collusive activity to affect the market rice or financial condition of an issuer. ACTIVITIES REQUIRING PRIOR APPROVAL Before articiating in certain activities, you are required to obtain aroval from your manager, suervisory rincial (if alicable), and the Ethics Office. Get rior aroval for rivate securities transactions Before becoming involved in a rivate lacement or other rivate securities transaction, you must obtain rior written aroval from your manager, suervisory rincial (if alicable) and the Ethics Office. Private securities transactions are generally securities transactions outside the regular course and scoe of your emloyment, which do not take lace through a broker-dealer, with some secific exclusions. Among other things, this rule covers all securities transactions that do not involve a broker-dealer as an intermediary, RULES FOR BROKER-DEALER EMPLOYEES 15

58 transactions in unregistered securities, transactions in non-ublic limited artnershis, and direct transactions between any of your accounts and any other account. This rule does not aly to shares, debentures, or other securities issued to you by FMR LLC as comensation or a benefit associated with your emloyment. It also does not aly to rivate transactions between you and an immediate family member for which you receive no comensation and which are otherwise in comliance with these Rules, the Code of Ethics, and any olicies and rocedures of your business unit. To Do Fill out a Private Transaction Request Form (available at MyComliance.fmr.com). Get the necessary aroval from your manager, suervisory rincial (if alicable), or other authority as described on the form. Submit the request to the Ethics Office and await written aroval before investing or becoming involved in the transaction. Disclose the transaction within 30 days of the end of the quarter in which it was comleted, using a Securities Transaction Reort (available at MyComliance.fmr.com). Get rior aroval for articiating in certain activities outside of Fidelity You need written aroval from your manager, suervisory rincial (if alicable), and the Ethics Office before you: engage in emloyment or accet comensation outside of Fidelity engage in any activity that could resent the aearance of, or the otential for, a conflict of interest with Fidelity or interfere with your ability to erform your job effectively To Do Review Policy: Outside Activities and Affiliations (available at MyComliance.fmr.com). Also refer to Policy: Conflict of Interest Situations. Consult your manager, suervisory rincial (if alicable), and the Ethics Office before engaging in any activity outside of Fidelity or an activity that may resent a otential conflict of interest. To request ermission to engage in an activity outside of Fidelity, comlete an Outside Activity Request Form (available at MyComliance.fmr.com) and submit it to the Ethics Office and await written aroval before engaging in the activity. Get rior aroval for other activities Review any olicies and rocedures secific to your business unit, which may require you to obtain rior aroval for other activities. OTHER POLICIES OF FIDELITY AND YOUR BUSINESS UNIT Comly with the Fidelity Policy on Business Entertainment and Worklace Gifts You must comly with the Fidelity Policy on Business Entertainment and Worklace Gifts, including disclosing all secial business entertainment received and all worklace gifts through the Ethics Office online reorting system. Please remember that the $100 limit on gifts given to any individual associated with a business artner during a calendar year alies not only to you but also, cumulatively, to all other emloyees of the same broker-dealer. In addition, you may accet no more than $100 in gifts from any given business artner, including all of that firm s emloyees. To Do Review the Fidelity Policy on Business Entertainment and Worklace Gifts (available at MyComliance.fmr.com) and any secific olicies of your business unit before giving or acceting any business entertainment or worklace gifts. Disclose secial business entertainment received and all worklace gifts given or received by comleting a Business Entertainment Disclosure Form or Worklace Gift Disclosure Form (available at MyComliance.fmr.com). Some activities under the Fidelity Policy on Business Entertainment and Worklace Gifts may require rior aroval. These activities include accetance of cororate/rivate aircraft travel, secial entertainment, and articiation in Pro-Am events. Familiarize yourself with other olicies Please remember that there are other Fidelity olicies with which you must comly, including the Code of Ethics, Policy on Inside Information, Policy: Conflict of Interest Situations (all of which are available at MyComliance.fmr.com) as well as other Human Resources Professional Conduct Policies (available at HRSolutions.fidelity.com). RULES FOR BROKER-DEALER EMPLOYEES 16