X0405 TA-1/A 0001920289 XXXXXXXX 084-06838 true LIVE SEC Fidelity Stock Transfer Solutions LLC 370197 245 Summer Street Boston MA 02210 Y 245 Summer Street Mail Zone OSGN Attn: TA Compliance Boston MA 02210 4012926071 Y 499 Washington Blvd Jersey City NJ 07310 100 Howe Drive Covington KY 41015 49 North 400 West Salt Lake City UT 84101 One Destiny Way Westlake TX 76262 Two Contra Way Merrimack NH 03054 Two Destiny Way Westlake TX 76262 900 Salem Street Smithfield RI 02917 N N N Other Amy DeVasto 03/17/2022 Chief Compliance Officer Oversee compliance with regulations LLC Y Schuyler Laird Head of Fidelity Stock Transfer Solutions N N N Y National Financial Services LLC Official Committee of Equity Security Holders v. Bank of America Securities, Inc. et al., Adversary Proceeding No. 23-03106 06/12/2023 U.S. Bankruptcy Court for the Southern District of Texas On June 12, 2023, Official Committee of Equity Security Holders for the Sorrento Therapeutics, Inc. ("Sorrento") bankruptcy estate filed an adversary proceeding against National Financial Services LLC ("NFS") alleging that NFS and certain other defendants violated the automatic stay imposed in connection with the bankruptcy proceeding and Regulation SHO for allegedly facilitating naked short-selling of Scilex Holding Company stock, a wholly-owned subsidiary of Sorrento. On June 14, 2023, the U.S. Bankruptcy Court for the Southern District of Texas entered a temporary restraining order against NFS and the other defendants that prohibited them from engaging in short sales of "Dividended Scilex Stock" and requiring an accounting of "profits received from the naked-short [sic] selling of Dividended Scilex Stock and Scilex Common Stock..." This matter was dismissed on July 28, 2023. N N N N N N N N N N N N Y Fidelity Brokerage Services LLC and Fidelity Investments Institutional Services Company, Inc. In the Matter of FBS and FIISC 07/12/2012 FINRA As indicated in the letter of acceptance, waiver and consent No. 2008013791601, FINRA found that during the periodDecember 1, 2006 thru December 31, 2008 FBS and FIISC (1) violated NASD Rules 2210 and 2110 and FINRA Rule 201and that FIISC violated NASD Rule 2211, by distributing certain sales materials that were unbalanced and misleading,contained unwarranted statements and failed to provide a sound basis by which to evaluate the risks of the Fidelity UltraShort Bond Fund ("Fund"), and (2) failed to establish, maintain and enforce adequate supervisory systems, including systeof follow-up and review which were reasonably designed to achieve compliance with NASD and FINRA Rules; as a result,certain sales materials failed to provide an accurate and balanced presentation concerning the nature, holdings and risks an investment in the Fund. FBS and FIISC thereby violated NASD Rules 3010(A) and (B), 2110 and 2211(B)(1)(B) andFINRA Rule 2010. FBS and FIISC submitted and FINRA accepted a settlement in the form of an AWC, in which the firms neither admitted nodenied the findings. FBS and FIISC were censured and jointly and severally fined $375,000. Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 11/06/2012 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, FBS HAS AGREED TO PAY A $65,000 FINE IN CONNECTIONWITH FINRA'S ALLEGATIONS THAT FBS VIOLATED MSRB RULE G-17 AND G-30(A) IN 17 MUNICIPAL SECURITIESTRANSACTIONS BY PROVIDING A PRICE THAT WAS NOT FAIR AND REASONABLE, TAKING INTO CONSIDERATIOALL RELEVANT FACTORS, INCLUDING THE BEST JUDGMENT OF THE BROKER, DEALER OR MUNICIPALSECURITIES DEALER AS TO THE FAIR MARKET VALUE OF THE SECURITIES AT THE TIME OF THE TRANSACTIOAND OF ANY SECURITIES EXCHANGED OR TRADED IN CONNECTION WITH THE TRANSACTION, THE EXPENSEINVOLVED IN EFFECTING THE TRANSACTION, THE FACT THAT THE BROKER, DEALER, OR MUNICIPAL SECURITDEALER IS ENTITLED TO A PROFIT, AND THE TOTAL DOLLAR AMOUNT OF THE TRANSACTION. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS ANTO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $65,000 FOR MSRB RULESVIOLATIONS. National Financial Services LLC In the Matter of National Financial Services LLC 06/24/2013 FINRA AT VARIOUS TIMES BETWEEN MID-FEBRUARY AND JUNE 2009, IN VIOLATION OF NASD RULE 3010 AND FINRARULE 2010, NATIONAL FINANCIAL SERVICES, LLC ("NFS" OR THE "FIRM") FAILED TO ESTABLISH, ENFORCE ANDUPDATES ITS WRITTEN SUPERVISORY PROCEDURES IN CONNECTION WITH MARKING ITS FIXED INCOMEINVENTORY DAILY AND ACCURATE MARKING TO MARKET FIXED INCOME SECURITIES HELD IN INVENTORY.AMONG OTHER THINGS, FROM MID-FEBRUARY 2009 UNTIL MAY 2009, THE FIRM FAILED TO MONITOR FIXEDINCOME TRADERS' MARKS FOR POTENTIAL MISMARKING BY COMPARING TRADERS' MARKS AGAINST THIRDPARTY VENDOR MARKS AS REQUIRED BY THE WSPS. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS ANTO THE ENTRY OF FINDINGS; THEREFORE IT IS CENSURED AND FINED $250,000. National Financial Services LLC In the Matter of National Financial Services LLC 11/01/2013 FINRA NFS SUBMITTED, AND FINRA ACCEPTED, A SETTLEMENT IN THE FORM OF AN ACCEPTANCE, WAIVER ANDCONSENT ("AWC") IN WHICH THE FIRM NEITHER ADMITTED OR DENIED THE FINDINGS. THE AWC ALLEGED THAT DURING THE 3RD QUARTER 2012 NFS FAILED TO TIMELY REPORT TRADES IN TRACE-ELIGIBLE SECURITIZEDPRODUCTS WITHIN THE TIME REQUIRED IN VIOLATION OF FINRA RULES 6730(A) AND 2010. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS ANTO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $7,500 WHICH WAS PAID ON11/19/2013 National Financial Services LLC In the Matter of National Financial Services LLC 11/13/2013 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS ANTO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED$60,000. FINRA ACKNOWLEDGETHAT THE FIRM SELF-REPORTED THE ISSUES DESCRIBED HEREINAND UNDERTOOK AN INTERNAL REVIEW OFITS SUPERVISORY POLICIES, PROCEDURES, ANDSYSTEMS RELATING TO THESE ISSUES. THE SANCTIONSBELOW REFLECT THE CREDIT THAT THEFIRM HAS BEEN GIVEN FOR SELF-REPORTING THESE ISSUES ANDPROVIDING INFORMATIONOBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATION TO FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS ANTO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED$60,000 Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 11/13/2013 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS ANTO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED$60,000. FINRA ACKNOWLEDGETHAT THE FIRM SELF-REPORTED THE ISSUES DESCRIBED HEREINAND UNDERTOOK AN INTERNAL REVIEW OFITS SUPERVISORY POLICIES, PROCEDURES, ANDSYSTEMS RELATING TO THESE ISSUES. THE SANCTIONSBELOW REFLECT THE CREDIT THAT THEFIRM HAS BEEN GIVEN FOR SELF-REPORTING THESE ISSUES ANDPROVIDING INFORMATIONOBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATION TO FINRA. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS ANTO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED$60,000 Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 11/26/2013 FINRA FINRA alleged that in seven transactions for or with a customer, FBS violated FINRA Rule 2010 and NASD Rule 2320 byfailing to use reasonable diligence to ascertain the best inter-dealer market and by failing to provide a price to the customethat was as favorable as possible under prevailing market conditions. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS ANTO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED $60,000. NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 05/02/2014 FINRA DURING THE PERIOD JAN 1, 2009 THROUGH JULY 31, 2011 (TRADE REPORTING REVIEW PERIOD) AND ON TRADDATES MAY 8 AND 9, 2012 (TMMS REVIEW PERIOD), NFS FAILED TO REPORT TO THE FINRA AND NASDAQ TRADREPORTING FACILITY THE CORRECT SYMBOL INDICATING THE CAPACITY IN WHICH THE FIRM EXECUTED 93TRANSACTIONS DURING THE TRADE REPORTING REVIEW PERIOD AND 2O TRANSACTIONS DURING THE TMM REVIEW PERIOD IDENTIFIED FROM A SAMPLE OF TRANSACTIONS REVIEWED. THE FIRM REPORTED PRINCIPACAPACITY WHEN IT ACTED AS AGENT IN VIOLATION OF FINRA RULE 7230A. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, NFS ENTERED INTO A SETTLEMENT WITH FINRA IN THFORM OF AN ACCEPTANCE, WAIVER AND CONSENT (AWC) AND AGREED TO THE FINDINGS AND TO THEIMPOSITION OF A CENSURE AND $55,000 FINE. NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 05/02/2014 NASDAQ THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING THE PERIODJANUARY 1, 2009 THROUGH JULY 31, 2011 IT ENTERED ORDERS INTO THE NASDAQ MARKET CENTER THATFAILED TO INDICATE THE CORRECT CAPACITY IDENTIFIED FROM A SAMPLE OF TRANSACTIONS REVIEWED. FOTHESE ORDERS, THE FIRM REPORTED A PRINCIPAL CAPACITY WHEN IT ACTED AS AGENT. AS A RESULT, THEFIRM VIOLATED NASDAQ RULE 4611(A)(6). WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, NFS ENTERED INTO A SETTLEMENT WITH FINRA IN THFORM OF AN ACCEPTANCE, WAIVER AND CONSENT (AWC) AND AGREED TO THE FINDINGS AND TO THEIMPOSITION OF A CENSURE AND $10,000 FINE. FIDELITY BROKERAGE SERVICES LLC In the Matter of FIDELITY BROKERAGE SERVICES LLC 01/16/2015 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THEENTRY OF FINDINGS THAT, AT VARIOUS TIMES FROM JANUARY 2006 TO SEPTEMBER 2013, EXCESS FEES WERCHARGED TO 20,633 CUSTOMER ACCOUNTS, TOTALING APPROXIMATELY $2.4 MILLION. a. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRM IS CENSURED AND FINED $350,000. INDETERMINING THE APPROPRIATE SANCTIONS, FINRA CONSIDERED THE FIRM'S INTERNAL REVIEW THROUGHWHICH IT SELF-IDENTIFIED THE VIOLATIONS ADDRESSED IN THIS AWC. NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 08/18/2015 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTION AND TO THE ENTOF FINDINGS THAT IT INCORRECTLY DESIGNATED THE TAPE ELIGIBLE FLAG OF "R" FOR REPORTS TO THEFINRA/NASDAQ TRADE REPORTING FACILITY (TRF) AND REPORTED THE INCORRECT RELATED MARKET CENTINDICATOR CODE IN REPORTS TO THE FINRA/NASDAQ TRF. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTION OF A FINE OF$5,000 NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 08/18/2015 NASDAQ FINRA, ON BEHALF OF CBOE, FOUND THAT NATIONAL FINANCIAL SERVICES LLC FAILED TO IMPLEMENT,MAINTAIN, AND ENFORCE A WRITTEN PROCEDURE PROVIDING THE STEPS THE FIRM SHOULD TAKE IN THEEVENT AN OVERAGE WAS IDENTIFIED SO THAT THE FIRM COULD TAKE PROMPT ACTION TO BRING A POSITIOINTO COMPLIANCE AND FOR FAILING TO HAVE A PROCESS TO PREVENT THE EXECUTION OF OPTION TRADESACCOUNT IN WHICH THE FIRM HAD AN INTEREST THAT WOULD RESULT IN THE BREACH OF THE POSITION LIMAS A RESULT, CBOE FOUND THAT NATIONAL FINANCIAL SERVICES LLC VIOLATED CBOE RULES 4.11 AND 4.24. NATIONAL FINANCIAL SERVICES LLC, WITHOUT ADMITTING OR DENYING THE FINDINGS, CONSENTED TO THEIMPOSITION OF THE FOLLOWING SANCTIONS: (1) CENSURE, AND (2) A MONETARY FINE IN THE AMOUNT OF$7,500 PAID ON OCTOBER 6, 2020. NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 11/20/2024 FINRA FINRA FOUND THAT NATIONAL FINANCIAL SERVICES LLC MISREPORTED CERTAIN QUANTITATIVE INFORMATION OR FAILED TO DISCLOSE CERTAIN MATERIAL ASPECTS OF THE FIRM'S RELATIONSHIPS WITH ITS EXECUTION VENUES IN ITS RULE 606(A) QUARTERLY REPORTS UNDER REGULATION NMS OF THE SECURITIES EXCHANGE ACT OF 1934 AND THAT NATIONAL FINANCIAL SERVICES LLC ERRONEOUSLY EXCLUDED IMMEDIATE-OR-CANCEL (IOC) MID-POINT PEG ORDERS IN ITS RULE 605 MONTHLY REPORTS UNDER REGULATION NMS. NATIONAL FINANCIAL SERVICES LLC, WITHOUT ADMITTING OR DENYING THE FINDINGS, CONSENTED TO THE FOLLOWING SANCTIONS: (1) CENSURE, AND (2) A MONETARY FINE IN THE AMOUNT OF $175,000. NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 03/19/2025 FINRA FINRA FOUND THAT NATIONAL FINANCIAL SERVICES LLC FAILED TO TIMELY TRANSFER OVER 5,600 UITS VIA AUTOMATED CUSTOMER ACCOUNT TRANSFER SERVICE (ACATS), AND IT FURTHER FAILED TO TRANSFER APPROXIMATELY 4,000 OF THOSE UITS IN KIND, AS CUSTOMERS HAD INSTRUCTED. NFS LLC ALSO FAILED TO ESTABLISH, MAINTAIN, AND ENFORCE A SYSTEM, INCLUDING WSPS, REASONABLY DESIGNED TO SUPERVISE THE TIMELY COMPLETION OF ACATS TRANSFERS FOR UITS WITH PENDING CORPORATE EVENTS (E.G., A REDEMPTION DATE) THAT COMPLIED WITH FINRA RULE 11870(E). BEFORE NOVEMBER 2023, THE FIRM HAD NO SUPERVISORY SYSTEM, INCLUDING WSPS, ADDRESSING UITS WHOSE ACATS TRANSFERS THE FIRM BLOCKED DUE TO A PENDING REDEMPTION OR OTHER CORPORATE EVENT. AND WHILE THE SYSTEM, INCLUDING WSPS, THAT THE FIRM ESTABLISHED IN NOVEMBER 2023 IS DESIGNED TO BLOCK ACATS TRANSFERS DUE TO IMMINENT CORPORATE EVENTS, IT IS NOT DESIGNED TO ACHIEVE COMPLIANCE WITH NFS' OBLIGATION TO COMPLETE EACH TRANSFER WITHIN THREE BUSINESS DAYS FOLLOWING THE VALIDATION OF A TRANSFER INSTRUCTION. NATIONAL FINANCIAL SERVICES LLC, WITHOUT ADMITTING OR DENYING THE FINDINGS, CONSENTED TO THE FOLLOWING SANCTIONS: (1) A CENSURE, (2) A MONETARY FINE IN THE AMOUNT OF $100,000, AND (3) CERTIFY IN WRITING THAT IT HAS REMEDIATED THE ISSUES IDENTIFIED IN THE AWC AND IMPLEMENTED A REASONABLY DESIGNED SUPERVISORY SYSTEM, INCLUDING WSPS. N N Y FMR LLC IN THE MATTER OF FMR LLC 04/21/2014 HELLENIC REPUBLIC CAPTIAL MARKET COMMISSION (THE "HCMC") FMR LLC, THE REGISTRANT'S ULTIMATE PARENT COMPANY, RECEIVED NOTICE FROM THE HELLENIC REPUBLCAPTIAL MARKET COMMISSION (THE "HCMC") THAT THE HCMC WAS ISSUING A FINE, EQUIVALENT TOAPPROXIMATELY $6,300, AGAINST FMR LLC BASED ON A FINDING THAT, IN 2007, FMR LLC, FOR SHARES HELD CLIENT FUNDS AND ACCOUNTS MANAGED BY FMR LLC'S INVESTMENT ADVISORY SUBSIDIARIES, FAILED TOTIMELY DISCLOSE A LARGE SHAREHOLDING IN A GREEK LISTED ISSUER TO THE HCMC AND TO THE ISSUER, PROVIDED FOR BY CERTAIN ARTICLES OF LASW 3556/2007. ON APRIL 21, 2014,FMR LLC, THE REGISTRANT'S ULTIMATE PARENT COMPANY, RECEIVEDNOTICE FROM THEHELLENIC REPUBLIC CAPITAL MARKET COMMISSION (THE "HCMC") THAT THEHCMC WAS ISSUING A FINE,EQUIVALENT TO APPROXIMATELY $6,300. FMR LLC In the matter of FMR LLC 02/24/2014 SWEDEN'S FINANSINSKEPTIONEN (THE "SFSA") ON FEBRUARY 24, 2014, FMR LLC, THE REGISTRANT'S ULTIMATE PARENT COMPANY, RECEIVED NOTICE FROMSWEDEN'S FINANSINSKEPTIONEN (THE "SFSA") THAT THE SFSA WAS ISSUING A FINE, EQUIVALENT TOAPPROXIMATELY US$9,000, AGAINST FMR LLC BASED ON A FINDING THAT A NOTIFICATION OF A CHANGE INSHAREHOLDINGS IN A SWEDISH CORPORATION, WHICH SHARES WERE HELD BY CLIENT ACCOUNTS MANAGEBY FMR LLC'S INVESTMENT ADVISORY SUBSIDIARIES, HAD BEEN MADE FOUR DAYS LATE. THE LATENOTIFICATION WAS A RESULT OF INCORRECT DATA THAT HAD BEEN SUPPLIED TO FMR LLC'S FILING AGENT BTHIRD-PARTY VENDOR. FMR LLC IS APPEALING THE SFSA'S DECISION FMR LLC SUBMITTED AN APPEAL TO THE ADMINISTRATIVE COURT ON MARCH 13, 2014 AND IS AWAITINGFURTHER ACTION BY THE COURT FMR LLC IN THE MATTER OF FMR LLC 04/14/2014 LUXEMBOURG'S COMMISSION DE SURVEILLANCE DUE SECTEUR FINANCIER (THE CSSF) LUXEMBOURG'S COMMISSION DE SURVEILLANCE DUE SECTEUR FINANCIER (THE "CSSF") WAS ISSUING ANADMINSTRATIVE FINE OF APPROXIMATELY US$5,000 AGAINST FMR LLC BASED ON THE FINDINGS THAT FMR LFOR SHARES HELD BY CLIENT FUNDS AND ACCOUNTS MANAGED BY FMR LLC'S INVESTMENT ADVISORYSUBSIDIARIES, FAILED TIMELY TO COMPLY WITH DEADLINES FOR THE NOTIFICATION OF MAJOR SHARHOLDININ A LUXEMBOURGE BASED COMPANY PROVIDED FOR BY ARTICLE 11(2) OF THE TRANSPARENCY LAW. ON APRIL 14, 2014, FMR LLC, THE REGISTRANT'S ULTIMATE PARENT COMPNAY, RECEIVED NOTICE FROMLUXEMBOURG'S COMMISSION DE SURVEILLANCE DUE SECTEUR FINANCIER (THE "CSSF") THAT THE CSSF WAISSUING AN ADMINISTRATIVE FINE OF APPROXIMATELY US$5000 AGAINST FMR LLC Y Fidelity Brokerage Services LLC IN THE MATTER OF FIDELITY BROKERAGE SERVICES LLC 01/26/2022 Massachusetts Securities Division E-2021-0030 CENSURE;HIRE INDEPENDENT COMPLIANCE CONSULTANT TO REVIEW POLICIES & RECOMMEND REVISIONS;ADMINISTRATIVE FINE. N N Amy DeVasto 401-292-6071 Chief Compliance Officer Transfer Agent 05/16/2025