Fidelity Hereford Street Trust
Post-Effective
Amendment No. 81
PART C. OTHER INFORMATION
Item 28.
Exhibits
(a)
(1)
Amended
and Restated Trust Instrument, dated September 19, 2024, is incorporated herein by reference to Exhibit (a)(1) of Post-Effective Amendment
No. 73.
(2)
Amendment
to the Amended and Restated Trust Instrument, dated February 16, 2005, is incorporated herein by reference to Exhibit (a)(2) of Post-Effective
Amendment No. 18.
(b)
Bylaws
of the Trust, as amended and dated April 23, 2009, are incorporated herein by reference to Exhibit (b) of Fidelity Oxford Street Trust’s
(File No. 002-77909) Post-Effective Amendment No. 62.
(c)
Not applicable.
(d)
(1)
Amended
and Restated Management Contract, dated January 1, 2020, between Fidelity Flex Government Money Market Fund and Fidelity Management &
Research Company LLC, is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 62.
(2)
Amended
and Restated Management Contract, dated January 1, 2020, between Fidelity Government Money Market Fund and Fidelity Management & Research
Company LLC, is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 62.
(3)
Amended
and Restated Management Contract, dated January 1, 2020, between Fidelity Money Market Fund and Fidelity Management & Research Company
LLC, is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 62.
(4)
Management Contract, dated March 12,
2026, between Fidelity Reserves Digital Fund and Fidelity Management & Research Company LLC, is filed herein as Exhibit (d)(4).
(5)
Schedule A, dated March 12, 2026, to
the Management Contract, between Fidelity Reserves Digital Fund and Fidelity Management & Research Company LLC, is filed herein as
Exhibit (d)(5).
(6)
Amended
and Restated Management Contract, dated January 1, 2020, between Fidelity Series Treasury Bill Index Fund and Fidelity Management &
Research Company LLC, is incorporated herein by reference to Exhibit (d)(4) of Post-Effective Amendment No. 62.
(7)
Management
Contract, dated November 14, 2024, between Fidelity Treasury Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund)
and Fidelity Management & Research Company LLC, is incorporated herein by reference to Exhibit (d)(5) of Post-Effective Amendment
No. 73.
(8)
Schedule
A, dated March 13, 2025, to the Management Contract, between Fidelity Treasury Digital Fund and Fidelity Management & Research Company
LLC, is incorporated herein by reference to Exhibit (d)(6) of Post-Effective Amendment No. 79.
(9)
Amended
and Restated Management Contract, dated December 1, 2024, between Fidelity Treasury Only Money Market Fund and Fidelity Management &
Research Company LLC, is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment No. 75.
(10)
Schedule
A, dated December 1, 2024, to the Management Contract, between Fidelity Treasury Only Money Market Fund and Fidelity Management &
Research Company LLC, is incorporated herein by reference to Exhibit (d)(8) of Post-Effective Amendment No. 75.
(11)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Hong Kong) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Reserves
Digital Fund, Fidelity Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund, is incorporated herein by reference to Exhibit
(d)(122) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(12)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Hong Kong) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund,
Fidelity Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund, is incorporated herein by reference to Exhibit (d)(4) of
Fidelity California Municipal Trust’s (File No. 002-83367) Post-Effective Amendment No. 87.
(13)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Hong Kong) Limited, on behalf of Fidelity Flex Government Money Market Fund, is incorporated herein by reference to Exhibit
(d)(124) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(14)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Hong Kong) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein
by reference to Exhibit (d)(11) of Fidelity Advisor Series II’s (File No. 033-06516) Post-Effective Amendment No(s). 170 and 172.
(15)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Hong Kong) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference to Exhibit
(d)(126) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(16)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Hong Kong) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by
reference to Exhibit (d)(127) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(17)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Japan) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Reserves Digital
Fund, Fidelity Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund, is incorporated herein by reference to Exhibit (d)(130)
of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(18)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Japan) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity
Reserves Digital Fund, Fidelity Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund, is incorporated herein by reference
to Exhibit (d)(6) of Fidelity California Municipal Trust’s (File No. 002-83367) Post-Effective Amendment No. 87.
(19)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Japan) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by reference to Exhibit
(d)(132) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(20)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Japan) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by
reference to Exhibit (d)(17) of Fidelity Advisor Series II’s (File No. 033-06516) Post-Effective Amendment No(s). 170 and 172.
(21)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Japan) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference to Exhibit (d)(134)
of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(22)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Japan) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference
to Exhibit (d)(135) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(23)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and FMR Investment Management
(UK) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Reserves Digital Fund, Fidelity
Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund is incorporated herein by reference to Exhibit (d)(138) of Fidelity
Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(24)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
FMR Investment Management (UK) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Reserves
Digital Fund, Fidelity Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund, is incorporated herein by reference to Exhibit
(d)(8) of Fidelity California Municipal Trust’s (File No. 002-83367) Post-Effective Amendment No. 87.
(25)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and FMR Investment Management
(UK) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by reference to Exhibit (d)(140) of Fidelity
Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(26)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
FMR Investment Management (UK) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by reference to
Exhibit (d)(23) of Fidelity Advisor Series II’s (File No. 033-06516) Post-Effective Amendment No(s). 170 and 172.
(27)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and FMR Investment Management
(UK) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference to Exhibit (d)(142) of Fidelity
Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(28)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
FMR Investment Management (UK) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference to Exhibit
(d)(143) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(e)
(1)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment
No. 62.
(2)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Government Money Market Fund, is incorporated herein by reference to Exhibit (e)(2) of Post-Effective Amendment
No. 62.
(3)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Money Market Fund, is incorporated herein by reference to (e)(3) of Post-Effective Amendment No. 62.
(4)
General Distribution Agreement, dated March
12, 2026, between Fidelity Hereford Street Trust and Fidelity Distributors Company LLC, on behalf of Fidelity Reserves Digital Fund, is
filed herein as Exhibit (e)(4).
(5)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Series Treasury Bill Index Fund, is incorporated herein by reference to Exhibit (e)(4) of Post-Effective Amendment
No. 62.
(6)
General
Distribution Agreement, dated November 14, 2024, between Fidelity Hereford Street Trust and Fidelity Distributors Company LLC, on behalf
of Fidelity Treasury Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund) is incorporated herein by reference to
Exhibit (e)(5) of Post-Effective Amendment No. 73.
(7)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Treasury Only Money Market Fund, is incorporated herein by reference to Exhibit (e)(5) of Post-Effective Amendment
No. 62.
(8)
Form
of Selling Dealer Agreement (most recently revised March 2024), on behalf of Fidelity Government Money Market Fund, Fidelity Money Market
Fund, and Fidelity Treasury Only Money Market Fund is incorporated herein by reference to Exhibit (e)(27) of Fidelity Concord Street Trust’s
(File No. 033-15983) Post-Effective Amendment No. 171.
(9)
Form
of Bank Agency Agreement (most recently revised March 2024), on behalf of Fidelity Government Money Market Fund, Fidelity Money Market
Fund, and Fidelity Treasury Only Money Market Fund is incorporated herein by reference to Exhibit (e)(28) of Fidelity Concord Street Trust’s
(File No. 033-15983) Post-Effective Amendment No. 171.
(10)
Form
of Selling Dealer Agreement (most recently revised November 2024), on behalf of Fidelity Treasury Digital Fund, is incorporated herein
by reference to Exhibit (e)(7) of Post-Effective Amendment No. 73.
(11)
Form
of Bank Agency Agreement (most recently revised November 2024), on behalf of Fidelity Treasury Digital Fund, is incorporated herein by
reference to Exhibit (e)(8) of Post-Effective Amendment No. 73.
(f)
Amended
and Restated Fee Deferral Plan of the Non-Interested Person Trustees of the Fidelity Fixed Income and Asset Allocation Funds, effective
as of September 15, 1995, as amended and restated as of March 10, 2016, is incorporated herein by reference to Exhibit (f) of Fidelity
Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 334.
(g)
(1)
Custodian
Agreement, dated January 1, 2007, between The Bank of New York (currently known as The Bank of New York Mellon) and Fidelity Flex Government
Money Market Fund, Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Reserves Digital Fund, Fidelity Series
Treasury Bill Index Fund, and Fidelity Treasury Digital Fund is incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor
Series IV’s (File No. 002-83672) Post-Effective Amendment No. 88.
(2)
Custodian
Agreement, dated May 23, 2019, between Citibank, N.A. and Fidelity Treasury Only Money Market Fund is incorporated herein by reference
to Exhibit (g)(3) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 482.
(h)
(1)
Amended
and Restated 42 Basis Point Expense Contract, dated January 1, 2020, between Fidelity Hereford Street Trust on behalf of Fidelity Government
Money Market Fund: Retail Class and Fidelity Management & Research Company LLC, is incorporated herein by reference to (h)(1) Post-Effective
Amendment No. 62.
(2)
Amended
and Restated 42 Basis Point Expense Contract, dated January 1, 2020, between Fidelity Hereford Street Trust on behalf of Fidelity Money
Market Fund: Retail Class and Fidelity Management & Research Company LLC, is incorporated herein by reference to Exhibit (h)(2) Post-Effective
Amendment No. 62.
(3)
Securities
Lending Agency Agreement, dated April 1, 2019, between National Financial Services LLC and Fidelity Series Treasury Bill Index Fund is
incorporated herein by reference to Exhibit (h)(1) of Fidelity Devonshire Trust’s (File No. 002-24389) Post-Effective Amendment No.
172.
(4)
Form
of Fund of Funds Investment Agreement (Acquiring Fund) is incorporated herein by reference to Exhibit (h)(5) of Fidelity Salem Street
Trust’s (File No. 002-41839) Post-Effective Amendment No. 534.
(5)
Form
of Fund of Funds Investment Agreement (Acquired Fund) is incorporated herein by reference to Exhibit (h)(6) of Fidelity Salem Street Trust’s
(File No. 002-41839) Post-Effective Amendment No. 534.
(i)
Legal
Opinion of Dechert LLP, dated June 9, 2026, is filed herein as Exhibit (i).
(j)
Not applicable.
(k)
Not applicable.
(l)
Not applicable.
(m)
(1)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Flex Government Money Market Fund is incorporated herein
by reference to Exhibit (m)(1) of Post-Effective Amendment No. 62.
(2)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund is incorporated herein by
reference to Exhibit (m)(2) of Post-Effective Amendment No. 62.
(3)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Advisor M Class is incorporated
herein by reference to Exhibit (m)(3) of Post-Effective Amendment No. 62.
(4)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Capital Reserves Class is
incorporated herein by reference to Exhibit (m)(4) of Post-Effective Amendment No. 62.
(5)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Class K6 is incorporated
herein by reference to Exhibit (m)(5) of Post-Effective Amendment No. 62.
(6)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Daily Money Class is incorporated
herein by reference to Exhibit (m)(6) of Post-Effective Amendment No. 62.
(7)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Premium Class is incorporated
herein by reference to Exhibit (m)(7) of Post-Effective Amendment No. 62.
(8)
Distribution
and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Class S is incorporated herein by reference to Exhibit
(m)(8) of Post-Effective Amendment No. 66.
(9)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Money Market Fund is incorporated herein by reference to
Exhibit (m)(8) of Post-Effective Amendment No. 62.
(10)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Money Market Fund: Premium Class is incorporated herein
by reference to Exhibit (m)(9) of Post-Effective Amendment No. 62.
(11)
Distribution and Service Plan pursuant
to Rule 12b-1 for Fidelity Reserves Digital Fund is filed herein as Exhibit (m)(11).
(12)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Treasury Bill Index Fund is incorporated herein
by reference to Exhibit (m)(10) of Post-Effective Amendment No. 62.
(13)
Distribution
and Service Plan pursuant to Rule 12b-1 for Fidelity Treasury Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund:
Liquidity Class) is incorporated herein by reference to Exhibit (m)(12) of Post-Effective Amendment No. 73.
(14)
Distribution
and Service Plan pursuant to Rule 12b-1 for Fidelity Treasury Digital Fund: OnChain is incorporated herein by reference to Exhibit (m)(13)
of Post-Effective Amendment No. 79.
(15)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Treasury Only Money Market Fund is incorporated herein
by reference to Exhibit (m)(11) of Post-Effective Amendment No. 62.
(16)
Distribution
and Service Plan pursuant to Rule 12b-1 for Fidelity Treasury Only Money Market Fund: Class OUS is incorporated herein by reference to
Exhibit (m)(14) of Post-Effective Amendment No. 74.
(n)
(1)
Amended
and Restated Multiple Class of Shares Plan pursuant to Rule 18f-3, dated March 13, 2025, on behalf of Fidelity Government Money Market
Fund, Fidelity Money Market Fund, Fidelity Treasury Digital Fund,
and Fidelity Treasury Only Money Market Fund is incorporated herein by reference to Exhibit (n)(1) of Fidelity Hereford Street Trust’s
(File No. 033-52577) Post-Effective Amendment No. 79.
(2)
Schedule
I, dated March 13, 2025, to the Amended and Restated Multiple Class of Shares Plan pursuant to Rule 18f-3, dated March 13, 2025, on behalf
of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity
Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund is incorporated herein by reference to Exhibit (n)(2) of Fidelity
Hereford Street Trust’s (File No. 033-52577) Post-Effective Amendment No. 79.
(p)
The
2026 Code of Ethics, adopted by each fund and Fidelity Management & Research Company LLC, Fidelity Management & Research (Hong
Kong) Limited, Fidelity Management & Research (Japan) Limited, FMR Investment Management (UK) Limited, and Fidelity Distributors Company
LLC pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(1) of Fidelity Concord Street Trust’s (File No. 033-15983)
Post-Effective Amendment No. 189.
Item 29.
Persons Controlled by or under Common
Control with the Trust
The Board of Trustees
of the Trust is the same as the board of other Fidelity funds, each of which has Fidelity Management & Research Company LLC,
or an affiliate, or Geode Capital Management LLC, as its investment adviser. In addition, the officers of the Trust are substantially
identical to those of the other Fidelity funds. Nonetheless, the Trust takes the position that it is not under common control with other
Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the
respective trusts.
Item 30.
Indemnification
Pursuant to Del. Code
Ann. title 12 § 3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its officers
and trustees from and against any and all claims and demands whatsoever. Article X, Section 10.02 of the Trust Instrument sets forth the
reasonable and fair means for determining whether
indemnification shall be provided to any past or present
Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by
law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in
which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof.
Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, “disabling
conduct”), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust.
In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Trust Instrument,
that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the Distribution
Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if
any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense
(including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel
fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust
(as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated
or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust
does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon,
and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust
in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the
Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under
this Agreement.
Pursuant to
the agreement by which Fidelity Investments Institutional Operations Company LLC (“FIIOC”) is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:
(1)
any claim, demand, action or suit brought
by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is not based
on and does not result from FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out
of or in connection with FIIOC’s performance under the Transfer Agency Agreement; or
(2)
any claim, demand, action or suit (except
to the extent contributed to by FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties) which results
from the negligence of the Registrant, or from FIIOC’s acting upon any instruction(s) reasonably believed by it to have been executed
or communicated by any person
duly authorized by the Registrant,
or as a result of FIIOC’s acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant,
or as a result of FIIOC’s acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine
and signed, countersigned or executed by the proper person.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
Item 31.
Business and Other Connections of Investment Adviser(s)
(1) FIDELITY MANAGEMENT & RESEARCH
COMPANY LLC (FMR)
FMR serves as investment adviser to a number of other
investment companies. The directors and officers of the Adviser have held the following positions of a substantial nature during the past
two fiscal years.
|
| |
|
Abigail P. Johnson |
Chairman of the Board of certain Trusts; Chairman of the Board and Director
of FMR LLC; Chief Executive Officer, Chairman and Director of Fidelity Management & Research Company LLC. Previously served
as Chairman of the Board and Director FMRC. |
|
Peter S. Lynch |
Vice Chairman and Director of Fidelity Management & Research Company
LLC and a member of the Advisory Board of funds advised by FMR. Previously served as Vice Chairman and Director of FMRC. |
|
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K.,
FMR Japan, Fidelity Diversifying Solutions LLC, and Strategic Advisers LLC; President FMR Capital Inc. and FIMM, LLC; Director of FMR
Investment Management (UK) Limited and FMR Capital Inc.; Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting
Officer FMR LLC. |
|
Lisa D. Krieser |
Assistant Secretary Fidelity Management & Research Company LLC and
Fidelity Distributors Company LLC; Secretary FMR Capital, Inc, Strategic Advisers LLC, FIIOC, FMR LLC, FIMM, LLC, and Fidelity Service
Company Inc.. |
|
Bart Grenier |
President of Fidelity Management & Research Company LLC and Director
of Strategic Advisers LLC (2024). |
|
Michael Shulman |
Assistant Treasurer Fidelity Distributors Company LLC (FDC), Fidelity
Diversifying Solutions LLC, FIMM, Fidelity Management & Research Company LLC, FMR LLC, FMR Capital, Inc., Strategic Advisers LLC,
FIIOC, and Fidelity Service Company, Inc.; Executive Vice President, Tax of FMR LLC. |
|
Stephanie J. Brown |
Chief Compliance Officer of Fidelity Management & Research Company
LLC, FDS, FIAM, FMR H.K., Fidelity Management & Research (Japan) Limited, FMR Investment Management (UK) Limited, and Strategic Advisers
LLC; Assistant Treasurer FMR Capital, Inc. |
|
Jason Pogorelec |
Compliance Officer of Fidelity Management & Research Company LLC. |
|
Nicole Macarchuk |
Senior Vice President of Fidelity Management & Research Company LLC
(2025); Chief Legal Officer of Fidelity Management & Research Company LLC (2024), FMR H.K. (2024), FMR Japan (2024), and FMR Investment
Management (UK) Limited (2024); and Secretary of Fidelity Management & Research Company LLC (2024) and Fidelity Diversifying Solutions
LLC (2025). |
|
|
|
(2) FIDELITY MANAGEMENT & RESEARCH (HONG KONG)
LIMITED (FMR H.K.)
FMR H.K. provides investment advisory services to other
investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the
past two fiscal years.
|
|
|
| |
|
Sharon Yau Lecornu |
Chief Executive Officer of FMR H.K., Executive Director of FMR H.K.,
Director of Investment Services – Asia, and Director of FMR H.K. |
|
James Christian Hancock |
Director of FMR Japan (2025) and FMR H.K (2025). |
|
James Lenton |
Director of FMR H.K.. |
|
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K.,
FMR Japan, Fidelity Diversifying Solutions LLC, and Strategic Advisers LLC; President FMR Capital Inc. and FIMM, LLC; Director of FMR
Investment Management (UK) Limited and FMR Capital Inc.; Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting
Officer FMR LLC. |
|
Stephanie J. Brown |
Chief Compliance Officer of Fidelity Management & Research Company
LLC, FDS, FIAM, FMR H.K., Fidelity Management & Research (Japan) Limited, FMR Investment Management (UK) Limited, and Strategic Advisers
LLC; Assistant Treasurer FMR Capital, Inc. |
|
Nicole Macarchuk |
Senior Vice President of Fidelity Management & Research Company LLC
(2025); Chief Legal Officer of Fidelity Management & Research Company LLC (2024), FMR H.K. (2024), FMR Japan (2024), and FMR Investment
Management (UK) Limited (2024); and Secretary of Fidelity Management & Research Company LLC (2024) and Fidelity Diversifying Solutions
LLC (2025). |
(3) FIDELITY MANAGEMENT & RESEARCH (JAPAN) LIMITED
(FMR JAPAN)
FMR Japan provides investment advisory services to
other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature
during the past two fiscal years.
|
| |
|
Nathaniel Norr Salter |
Director of FMR Japan. |
|
Rieko Hirai |
Director of FMR Japan. |
|
Kirk Roland Neureiter |
Director of FMR Japan. |
|
James Christian Hancock |
Director of FMR Japan (2025) and FMR H.K (2025). |
|
Kan Man Wong |
Director of FMR Japan (2025). |
|
Koichi Iwabuchi |
Statutory Auditor of FMR Japan; Previously served as Compliance Officer
of FMR Japan. |
|
Ryo Sato |
Compliance Officer of FMR Japan (2026). |
|
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K.,
FMR Japan, Fidelity Diversifying Solutions LLC, and Strategic Advisers LLC; President FMR Capital Inc. and FIMM, LLC; Director of FMR
Investment Management (UK) Limited and FMR Capital Inc.; Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting
Officer FMR LLC. |
|
Stephanie J. Brown |
Chief Compliance Officer of Fidelity Management & Research Company
LLC, FDS, FIAM, FMR H.K., Fidelity Management & Research (Japan) Limited, FMR Investment Management (UK) Limited, and Strategic Advisers
LLC; Assistant Treasurer FMR Capital, Inc. |
|
Nicole Macarchuk |
Senior Vice President of Fidelity Management & Research Company LLC
(2025); Chief Legal Officer of Fidelity Management & Research Company LLC (2024), FMR H.K. (2024), FMR Japan (2024), and FMR Investment
Management (UK) Limited (2024); and Secretary of Fidelity Management & Research Company LLC (2024) and Fidelity Diversifying Solutions
LLC (2025). |
|
|
|
(4) FMR INVESTMENT MANAGEMENT (UK) LIMITED (FMR UK)
FMR UK provides investment advisory services to other
investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during
the past two fiscal years.
|
| |
|
Mark D. Flaherty |
Director FMR Investment Management (UK) Limited. |
|
Kyle Johnson |
Director of FMR Investment Management (UK) Limited (2024). |
|
Karoline Rosenberg |
Director of FMR Investment Management (UK) Limited (2024). |
|
Stephanie J. Brown |
Chief Compliance Officer of Fidelity Management & Research Company
LLC, FDS, FIAM, FMR H.K., Fidelity Management & Research (Japan) Limited, FMR Investment Management (UK) Limited, and Strategic Advisers
LLC; Assistant Treasurer FMR Capital, Inc. |
|
Jean-Philippe Provost |
Director FMR Investment Management (UK) Limited. |
|
Nicole Macarchuk |
Senior Vice President of Fidelity Management & Research Company LLC
(2025); Chief Legal Officer of Fidelity Management & Research Company LLC (2024), FMR H.K. (2024), FMR Japan (2024), and FMR Investment
Management (UK) Limited (2024); and Secretary of Fidelity Management & Research Company LLC (2024) and Fidelity Diversifying Solutions
LLC (2025). |
|
Victoria Redgrave |
Director FMR Investment Management (UK) Limited (2024). |
|
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K.,
FMR Japan, Fidelity Diversifying Solutions LLC, and Strategic Advisers LLC; President FMR Capital Inc. and FIMM, LLC; Director of FMR
Investment Management (UK) Limited and FMR Capital Inc.; Previously served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting
Officer FMR LLC. |
|
|
|
|
|
|
Principal business addresses of the investment adviser, sub-advisers
and affiliates.
Fidelity Management & Research Company LLC (FMR)
245 Summer Street
Boston, MA 02210
Fidelity Investments Institutional Operations Company LLC
245 Summer Street
Boston, MA
02210
Fidelity Service Company, Inc
245 Summer Street
Boston, MA 02210
Fidelity Management & Research (Hong Kong) Limited (FMR H.K.)
Floor 19, 41 Connaught
Road Central
Hong Kong
Fidelity Management & Research (Japan) Limited (FMR Japan)
Kamiyacho Prime Place, 1-17
Toranomon-4-Chome,
Minato-ku
Tokyo, Japan
FMR Investment Management (UK) Limited (FMR UK)
25 Cannon Street
London, EC4M 5SB, United Kingdom
FIL Investment Advisors (FIA)
Pembroke Hall
42 Crow Lane
Pembroke HM19, Bermuda
FIL Investment Advisors (UK) Limited (FIA(UK))
Beech Gate Millfield Lane
Lower Kingswood, Tadworth, Surrey
KT20 6RP, United Kingdom
Strategic Advisers LLC
155 Seaport Boulevard
Boston, MA 02210
FMR LLC
245 Summer Street
Boston, MA 02210
Fidelity Distributors Company LLC (FDC)
900 Salem Street
Smithfield, RI 02917
Item 32.
Principal Underwriters
(a)
Fidelity Distributors Company LLC (FDC) acts as distributor
for all funds advised by FMR or an affiliate, as well as Fidelity Commodity Strategy Central Fund and Fidelity Series Commodity Strategy
Fund.
|
|
| |
|
(b) |
|
|
|
Name and Principal |
Positions and Offices |
Positions and Offices |
|
Business Address* |
with Underwriter |
with Fund |
|
Robert Adams |
Chief Operating Officer |
None |
|
Robert F. Bachman |
Executive Vice President |
None |
|
Charles Ackerman |
Director (2025) |
None |
|
Mark A. Haggerty |
Director (2025) |
None |
|
Dalton Gustafson |
President and Director |
None |
|
Natalie Kavanaugh |
Chief Legal Officer and Secretary |
None |
|
John McGinty |
Chief Compliance Officer |
None |
|
Noah Rhodes |
Chief Financial Officer and Treasurer (2025) |
None |
|
Lisa D. Krieser |
Assistant Secretary |
None |
|
Michael Shulman |
Assistant Treasurer |
None |
* 900 Salem Street, Smithfield, RI
(c)
Not applicable.
Item 33.
Location of Accounts and Records
All accounts, books, and other documents
required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are maintained by Fidelity Management
& Research Company LLC, or Fidelity Investments Institutional Operations Company LLC, 245 Summer Street, Boston, MA 02210, or the
funds’ respective custodians, or special purpose custodian, as applicable, The Bank of New York Mellon, 240 Greenwich Street,
New York, NY, and Citibank, N.A., 388 Greenwich Street, New York, New York 10013.
Item 34.
Management Services
Not applicable.
Item 35.
Undertakings
Not applicable.