Fund/Class |
Capital Reserves Class |
Daily Money Class |
Advisor C Class |
Fidelity®
Tax-Exempt Money Market Fund |
FERXX |
FDEXX |
- |
Fidelity®
Treasury Money Market Fund |
FSRXX |
FDUXX |
FDCXX |
Funds of Fidelity Newbury Street Trust
STATEMENT OF ADDITIONAL INFORMATION
December 30, 2023
This
Statement of Additional Information (SAI) is not a prospectus. Portions of each
fund's
annual report are incorporated herein. The annual
report(s) are supplied with this SAI.
To obtain
a free additional copy of a prospectus or SAI, dated December 30, 2023, or an
annual report, please call Fidelity at 1-877-208-0098 or visit Fidelity's web
site at institutional.fidelity.com.
For more
information on any Fidelity® fund, including charges and expenses, call Fidelity
at the number indicated above for a free prospectus. Read it carefully before
investing or sending money.
245 Summer
Street, Boston, MA 02210
DMF-PTB-1223
1.539174.126
TABLE OF CONTENTS
The
following policies and limitations supplement those set forth in the prospectus.
Unless otherwise noted, whenever an investment policy or limitation states a
maximum percentage of a fund's assets that may be invested in any security or
other asset, or sets forth a policy regarding quality standards, such standard
or percentage limitation will be determined immediately after and as a result of
the fund's acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will not be
considered when determining whether the investment complies with the fund's
investment policies and limitations.
A
fund's fundamental investment policies and limitations cannot be changed without
approval by a "majority of the outstanding voting securities" (as defined in the
Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the
fundamental investment limitations listed below, the investment policies and
limitations described in this Statement of Additional Information (SAI) are not
fundamental and may be changed without shareholder approval.
The
following are each fund's fundamental investment limitations set forth in their
entirety.
Diversification
For
each fund:
The
fund may not purchase the securities of any issuer, if, as a result, the fund
would not comply with any applicable diversification requirements for a money
market fund under the Investment Company Act of 1940 and the rules thereunder,
as such may be amended from time to time.
Senior
Securities
For
each fund:
The
fund may not issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued by the
Securities and Exchange Commission or as otherwise permitted under the
Investment Company Act of 1940.
Short
Sales
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund may not make short sales of securities.
For
Fidelity® Treasury Money Market Fund:
The
fund may not sell securities short, unless it owns, or by virtue of ownership of
other securities has the right to obtain, securities equivalent in kind and
amount to the securities sold short, and provided that transactions in futures
contracts are not deemed to constitute short sales.
Margin
Purchases
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund may not purchase any securities on margin, except for such short-term
credits as are necessary for the clearance of transactions.
For
Fidelity® Treasury Money Market Fund:
The
fund may not purchase securities on margin, except that the fund may obtain such
short-term credits as are necessary for the clearance of transactions, and
provided that the fund may make initial and variation margin payments in
connection with transactions in futures contracts and options on futures
contracts.
Borrowing
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund may not borrow money, except for temporary or emergency purposes (not for
leveraging or investment) in an amount not exceeding 33 1/3% of the value of its
total assets (including the amount borrowed) less liabilities (other than
borrowings). Any borrowings that come to exceed the 33 1/3% of the fund's assets
by reason of a decline in net assets will be reduced within three days
(exclusive of Sundays and holidays) to the extent necessary to comply with
the 33 1/3% limitation.
For
Fidelity® Treasury Money Market Fund:
The
fund may not borrow money, except that the fund may (i) borrow money for
temporary or emergency purposes (not for leveraging or investment) and (ii)
engage in reverse repurchase agreements for any purpose; provided that (i) and
(ii) in combination do not exceed 33 1/3% of the fund's total assets (including
the amount borrowed) less liabilities (other than borrowings). Any borrowings
that come to exceed this amount will be reduced within three days (not including
Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation.
Underwriting
For
each fund:
The
fund may not underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities or in connection with
investments in other investment companies.
Concentration
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund may not purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or tax-exempt obligations issued or guaranteed by a U.S.
territory or possession or a state or local government, or a political
subdivision of any of the foregoing) if, as a result, more than 25% of the
fund's total assets would be invested in securities of companies whose principal
business activities are in the same industry.
For
purposes of the fund's concentration limitation discussed above, Fidelity
Management & Research Company LLC (FMR) identifies the issuer of a security
depending on its terms and conditions. In identifying the issuer, FMR will
consider the entity or entities responsible for payment of interest and
repayment of principal and the source of such payments; the way in which assets
and revenues of an issuing political subdivision are separated from those of
other political entities; and whether a governmental body is guaranteeing the
security.
For
purposes of the fund's concentration limitation discussed above, FMR may analyze
the characteristics of a particular issuer and security and assign an industry
or sector classification consistent with those characteristics in the event that
the third-party classification provider used by FMR does not assign a
classification.
For
Fidelity® Treasury Money Market Fund:
The
fund may not purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total assets
would be invested in the securities of companies whose principal business
activities are in the same industry.
For
purposes of the fund's concentration limitation discussed above, with respect to
any investment in repurchase agreements collateralized by U.S. Government
securities, FMR looks through to the U.S. Government securities.
For
purposes of the fund's concentration limitation discussed above, FMR may analyze
the characteristics of a particular issuer and security and assign an industry
or sector classification consistent with those characteristics in the event that
the third-party classification provider used by FMR does not assign a
classification.
Real
Estate
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund may not purchase or sell real estate, but this shall not prevent the fund
from investing in municipal bonds or other obligations secured by real estate or
interests therein.
For
Fidelity® Treasury Money Market Fund:
The
fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business).
Commodities
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund may not purchase or sell commodities or commodity (futures)
contracts.
For
Fidelity® Treasury Money Market Fund:
The
fund may not purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.
Loans
For
each fund:
The
fund may not lend any security or make any other loan if, as a result, more than
33 1/3% of its total assets would be lent to other parties, but this limitation
does not apply to purchases of debt securities or to repurchase agreements, or
to acquisitions of loans, loan participations or other forms of debt
instruments.
Oil,
Gas, and Mineral Exploration Programs
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund may not invest in oil, gas, or other mineral exploration or development
programs.
Pooled
Funds
For
each fund:
The
fund may, notwithstanding any other fundamental investment policy or limitation,
invest all of its assets in the securities of a single open-end management
investment company with substantially the same fundamental investment objective,
policies, and limitations as the fund.
The
following investment limitations are not fundamental and may be changed without
shareholder approval.
Diversification
For
each fund:
The
fund does not currently intend to purchase a security (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other money market funds) if, as a result,
more than 5% of its total assets would be invested in securities of a single
issuer; provided that the fund may invest up to 25% of its total assets in the
first tier securities of a single issuer for up to three business days.
For
purposes of Fidelity® Tax-Exempt Money Market Fund's diversification limitation
discussed above, FMR identifies the issuer of a security depending on its terms
and conditions. In identifying the issuer, FMR will consider the entity or
entities responsible for payment of interest and repayment of principal and the
source of such payments the way in which assets and revenues of an issuing
political subdivision are separated from those of other political entities and
whether a governmental body is guaranteeing the security.
For
purposes of each fund's diversification limitation discussed above, certain
securities subject to guarantees (including insurance, letters of credit and
demand features) are not considered securities of their issuer, but are subject
to separate diversification requirements, in accordance with industry standard
requirements for money market funds.
Short
Sales
For
Fidelity® Treasury Money Market Fund:
The
fund does not currently intend to sell securities short, unless it owns or has
the right to obtain securities equivalent in kind and amount to the securities
sold short, and provided that transactions in futures contracts and options are
not deemed to constitute selling securities short.
Margin
Purchases
For
Fidelity® Treasury Money Market Fund:
The
fund does not currently intend to purchase securities on margin, except that the
fund may obtain such short-term credits as are necessary for the clearance of
transactions, and provided that margin payments in connection with futures
contracts and options on futures contracts shall not constitute purchasing
securities on margin.
Borrowing
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund may borrow money only (a) from a bank or from a registered investment
company or portfolio for which FMR or an affiliate serves as investment adviser
or (b) by engaging in reverse repurchase agreements with any party (reverse
repurchase agreements are treated as borrowings for purposes of the fundamental
borrowing investment limitation).
For
purposes of the fund's borrowing policy as applicable to reverse repurchase
agreements, the fund will only engage in reverse repurchase agreements with a
bank.
For
Fidelity® Treasury Money Market Fund:
The
fund may borrow money only (a) from a bank or from a registered investment
company or portfolio for which FMR or an affiliate serves as investment adviser
or (b) by engaging in reverse repurchase agreements with any party.
For
purposes of the fund's borrowing policy as applicable to reverse repurchase
agreements, the fund will only engage in reverse repurchase agreements with a
bank.
Illiquid
Securities
For
each fund:
The
fund does not currently intend to purchase any security if, as a result, more
than 5% of its total assets would be invested in securities that are deemed to
be illiquid because they are subject to legal or contractual restrictions on
resale or because they cannot be sold or disposed of in the ordinary course of
business within seven days at approximately the value ascribed to it by the
fund.
For
purposes of each fund's illiquid securities limitation discussed above, if
through a change in values, net assets, or other circumstances, the fund were in
a position where more than 5% of its total assets were invested in illiquid
securities, it would consider appropriate steps to protect liquidity.
Commodities
For
Fidelity® Treasury Money Market Fund:
The
fund does not currently intend to purchase or sell futures contracts or call
options. This limitation does not apply to options attached to, or acquired or
traded together with, their underlying securities, and does not apply to
securities that incorporate features similar to options or futures
contracts.
Loans
For
Fidelity® Tax-Exempt Money Market Fund:
The
fund does not currently intend to engage in repurchase agreements or make loans,
but this limitation does not apply to purchases of debt securities.
For
Fidelity® Treasury Money Market Fund:
The
fund does not currently intend to lend assets other than securities to other
parties, except by lending money (up to 15% of the fund's net assets) to a
registered investment company or portfolio for which FMR or an affiliate serves
as investment adviser. (This limitation does not apply to purchases of debt
securities or to repurchase agreements.)
Pooled
Funds
For
each fund:
The
fund does not currently intend to invest all of its assets in the securities of
a single open-end management investment company with substantially the same
fundamental investment objective, policies, and limitations as the fund.
In
addition to each fund's fundamental and non-fundamental investment limitations
discussed above:
In
order to qualify as a "regulated investment company" under Subchapter M of the
Internal Revenue Code of 1986, as amended, each fund currently intends to comply
with certain diversification limits imposed by Subchapter M.
Shareholder
Notice. Fidelity® Treasury Money Market Fund invests only in U.S. Treasury
securities and repurchase agreements for those securities. This operating policy
may be changed only upon 90 days' notice to shareholders. Fidelity® Treasury
Money Market Fund does not intend to purchase futures contracts or options on
futures contracts. This operating policy may be changed only upon approval by
the Board of Trustees and 60 days' notice to shareholders.
The
following pages contain more detailed information about types of instruments in
which a fund may invest, techniques a fund's adviser (or a sub-adviser) may
employ in pursuit of the fund's investment objective, and a summary of related
risks. A fund's adviser (or a sub-adviser) may not buy all of these instruments
or use all of these techniques unless it believes that doing so will help the
fund achieve its goal. However, a fund's adviser (or a sub-adviser) is not
required to buy any particular instrument or use any particular technique even
if to do so might benefit the fund.
On
the following pages in this section titled "Investment Policies and
Limitations," and except as otherwise indicated, references to "an adviser" or
"the adviser" may relate to a fund's adviser or a sub-adviser, as
applicable.
Affiliated
Bank Transactions. A Fidelity® fund may engage in transactions with financial
institutions that are, or may be considered to be, "affiliated persons" of the
fund under the 1940 Act. These transactions may involve repurchase agreements
with custodian banks; short-term obligations of, and repurchase agreements with,
the 50 largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are primary
dealers in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities and
Exchange Commission (SEC), the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving affiliated
financial institutions.
Borrowing.
Fidelity® Tax-Exempt Money Market Fund and Fidelity® Treasury Money Market Fund
may make additional investments while borrowings are outstanding.
Cash
Management. A fund may hold uninvested cash. A municipal fund's uninvested cash
may earn credits that reduce fund expenses.
Central
Funds are special types of investment vehicles created by Fidelity for use by
the Fidelity® funds and other advisory clients. Central funds are used to invest
in particular security types or investment disciplines, or for cash management.
Central funds incur certain costs related to their investment activity (such as
custodial fees and expenses), but generally do not pay additional management
fees. The investment results of the portions of a Fidelity® fund's assets
invested in the Central funds will be based upon the investment results of those
funds.
Commodity
Futures Trading Commission (CFTC) Notice of Exclusion. The Adviser, on behalf of
the Fidelity® funds to which this SAI relates, has filed with the National
Futures Association a notice claiming an exclusion from the definition of the
term "commodity pool operator" (CPO) under the Commodity Exchange Act, as
amended, and the rules of the CFTC promulgated thereunder, with respect to each
fund's operation. Accordingly, neither a fund nor its adviser is subject to
registration or regulation as a commodity pool or a CPO. As of the date of this
SAI, the adviser does not expect to register as a CPO of the funds. However,
there is no certainty that a fund or its adviser will be able to rely on an
exclusion in the future as the fund's investments change over time. A fund may
determine not to use investment strategies that trigger additional CFTC
regulation or may determine to operate subject to CFTC regulation, if
applicable. If a fund or its adviser operates subject to CFTC regulation, it may
incur additional expenses.
Disruption
to Financial Markets and Related Government Intervention. Economic downturns can
trigger various economic, legal, budgetary, tax, and regulatory reforms across
the globe. Instability in the financial markets in the wake of events such as
the 2008 economic downturn led the U.S. Government and other governments to take
a number of then-unprecedented actions designed to support certain financial
institutions and segments of the financial markets that experienced extreme
volatility, and in some cases, a lack of liquidity. Federal, state, local,
foreign, and other governments, their regulatory agencies, or self-regulatory
organizations may take actions that affect the regulation of the instruments in
which a fund invests, or the issuers of such instruments, in ways that are
unforeseeable. Reforms may also change the way in which a fund is regulated and
could limit or preclude a fund's ability to achieve its investment objective or
engage in certain strategies. Also, while reforms generally are intended to
strengthen markets, systems, and public finances, they could affect fund
expenses and the value of fund investments in unpredictable ways.
Similarly,
widespread disease including pandemics and epidemics, and natural or
environmental disasters, such as earthquakes, droughts, fires, floods,
hurricanes, tsunamis and climate-related phenomena generally, have been and can
be highly disruptive to economies and markets, adversely impacting individual
companies, sectors, industries, markets, currencies, interest and inflation
rates, credit ratings, investor sentiment, and other factors affecting the value
of a fund's investments. Economies and financial markets throughout the world
have become increasingly interconnected, which increases the likelihood that
events or conditions in one region or country will adversely affect markets or
issuers in other regions or countries, including the United States.
Additionally, market disruptions may result in increased market volatility;
regulatory trading halts; closure of domestic or foreign exchanges, markets, or
governments; or market participants operating pursuant to business continuity
plans for indeterminate periods of time. Further, market disruptions can (i)
prevent a fund from executing advantageous investment decisions in a timely
manner, (ii) negatively impact a fund's ability to achieve its investment
objective, and (iii) may exacerbate the risks discussed elsewhere in a fund's
registration statement, including political, social, and economic risks.
The
value of a fund's portfolio is also generally subject to the risk of future
local, national, or global economic or natural disturbances based on unknown
weaknesses in the markets in which a fund invests. In the event of such a
disturbance, the issuers of securities held by a fund may experience significant
declines in the value of their assets and even cease operations, or may receive
government assistance accompanied by increased restrictions on their business
operations or other government intervention. In addition, it remains uncertain
that the U.S. Government or foreign governments will intervene in response to
current or future market disturbances and the effect of any such future
intervention cannot be predicted.
Funds
of Funds and Other Large Shareholders. Certain Fidelity® funds and accounts
(including funds of funds) invest in other funds ("underlying funds") and, as a
result, may at times have substantial investments in one or more underlying
funds.
An
underlying fund may experience large redemptions or investments due to
transactions in its shares by funds of funds, other large shareholders, or
similarly managed accounts. While it is impossible to predict the overall effect
of these transactions over time, there could be an adverse impact on an
underlying fund's performance. In the event of such redemptions or investments,
an underlying fund could be required to sell securities or to invest cash at a
time when it may not otherwise desire to do so. Such transactions may increase
an underlying fund's brokerage and/or other transaction costs and affect the
liquidity of a fund's portfolio. In addition, when funds of funds or other
investors own a substantial portion of an underlying fund's shares, a large
redemption by such an investor could cause actual expenses to increase, or could
result in the underlying fund's current expenses being allocated over a smaller
asset base, leading to an increase in the underlying fund's expense ratio.
Redemptions of underlying fund shares could also accelerate the realization of
taxable capital gains in the fund if sales of securities result in capital
gains. The impact of these transactions is likely to be greater when a fund of
funds or other significant investor purchases, redeems, or owns a substantial
portion of the underlying fund's shares.
When
possible, Fidelity will consider how to minimize these potential adverse
effects, and may take such actions as it deems appropriate to address potential
adverse effects, including redemption of shares in-kind rather than in cash or
carrying out the transactions over a period of time, although there can be no
assurance that such actions will be successful. A high volume of redemption
requests can impact an underlying fund the same way as the transactions of a
single shareholder with substantial investments. As an additional safeguard,
Fidelity® fund of funds may manage the placement of their redemption requests in
a manner designed to minimize the impact of such requests on the day-to-day
operations of the underlying funds in which they invest. This may involve, for
example, redeeming its shares of an underlying fund gradually over time.
Illiquid
Investments means any investment that cannot be sold or disposed of in current
market conditions in seven calendar days or less without the sale or disposition
significantly changing the market value of the investment. Difficulty in selling
or disposing of illiquid investments may result in a loss or may be costly to a
fund. Illiquid securities may include (1) repurchase agreements maturing in more
than seven days without demand/redemption features, (2) over-the-counter (OTC)
options and certain other derivatives, (3) private placements, (4) securities
traded on markets and exchanges with structural constraints, and (5) loan
participations.
Under
the supervision of the Board of Trustees, a Fidelity® fund's adviser classifies
the liquidity of a fund's investments and monitors the extent of a fund's
illiquid investments.
Various
market, trading and investment-specific factors may be considered in determining
the liquidity of a fund's investments including, but not limited to (1) the
existence of an active trading market, (2) the nature of the security and the
market in which it trades, (3) the number, diversity, and quality of dealers and
prospective purchasers in the marketplace, (4) the frequency, volume, and
volatility of trade and price quotations, (5) bid-ask spreads, (6) dates of
issuance and maturity, (7) demand, put or tender features, and (8) restrictions
on trading or transferring the investment.
Fidelity
classifies certain investments as illiquid based upon these criteria. Fidelity
also monitors for certain market, trading and investment-specific events that
may cause Fidelity to re-evaluate an investment's liquidity status and may lead
to an investment being classified as illiquid. In addition, Fidelity uses a
third-party to assist with the liquidity classifications of the fund's
investments, which includes calculating the time to sell and settle a specified
size position in a particular investment without the sale significantly changing
the market value of the investment.
Increasing
Government Debt. The total public debt of the United States and other countries
around the globe as a percent of gross domestic product has, at times, grown
rapidly. Although high debt levels do not necessarily indicate or cause economic
problems, they may create certain systemic risks if sound debt management
practices are not implemented.
A
high national debt level may increase market pressures to meet government
funding needs, which may drive debt cost higher and cause a country to sell
additional debt, thereby increasing refinancing risk. A high national debt also
raises concerns that a government will not be able to make principal or interest
payments when they are due. In the worst case, unsustainable debt levels can
decline the valuation of currencies, and can prevent a government from
implementing effective counter-cyclical fiscal policy in economic
downturns.
Rating
services have, in the past, lowered their long-term sovereign credit rating on
the United States. The market prices and yields of securities supported by the
full faith and credit of the U.S. Government may be adversely affected by rating
services' decisions to downgrade the long-term sovereign credit rating of the
United States.
Insolvency
of Issuers, Counterparties, and Intermediaries. Issuers of fund portfolio
securities or counterparties to fund transactions that become insolvent or
declare bankruptcy can pose special investment risks. In each circumstance, risk
of loss, valuation uncertainty, increased illiquidity, and other unpredictable
occurrences may negatively impact an investment. Each of these risks may be
amplified in foreign markets, where security trading, settlement, and custodial
practices can be less developed than those in the U.S. markets, and bankruptcy
laws differ from those of the U.S.
As
a general matter, if the issuer of a fund portfolio security is liquidated or
declares bankruptcy, the claims of owners of bonds and preferred stock have
priority over the claims of common stock owners. These events can negatively
impact the value of the issuer's securities and the results of related
proceedings can be unpredictable.
If
a counterparty to a fund transaction becomes insolvent, the fund may be limited
in its ability to exercise rights to obtain the return of related fund assets or
in exercising other rights against the counterparty. In addition, insolvency and
liquidation proceedings take time to resolve, which can limit or preclude a
fund's ability to terminate a transaction or obtain related assets or collateral
in a timely fashion. Uncertainty may also arise upon the insolvency of an
intermediary with which a fund has pending transactions. If an intermediary
becomes insolvent, while securities positions and other holdings may be
protected by U.S. or foreign laws, it is sometimes difficult to determine
whether these protections are available to specific trades based on the
circumstances. Receiving the benefit of these protections can also take time to
resolve, which may result in illiquid positions.
Interfund
Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC,
a Fidelity® fund may lend money to, and borrow money from, other funds advised
by FMR or its affiliates. Municipal funds currently intend to participate in
this program only as borrowers. A Fidelity® fund will borrow through the program
only when the costs are equal to or lower than the costs of bank loans. A
Fidelity® fund will lend through the program only when the returns are higher
than those available from an investment in repurchase agreements. Interfund
loans and borrowings normally extend overnight, but can have a maximum duration
of seven days. Loans may be called on one day's notice. A Fidelity® fund may
have to borrow from a bank at a higher interest rate if an interfund loan is
called or not renewed. Any delay in repayment to a lending fund could result in
a lost investment opportunity or additional borrowing costs.
Inverse
Floaters have variable interest rates that typically move in the opposite
direction from movements in prevailing short-term interest rate levels - rising
when prevailing short-term interest rates fall, and falling when short-term
interest rates rise. The prices of inverse floaters can be considerably more
volatile than the prices of other investments with comparable maturities and/or
credit quality.
Low
or Negative Yielding Securities. During periods of very low or negative interest
rates, a fund may be unable to maintain positive returns. Interest rates in the
U.S. and many parts of the world, including Japan and some European countries,
are at or near historically low levels. Japan and those European countries have,
from time to time, experienced negative interest rates on certain fixed income
instruments. Very low or negative interest rates may magnify interest rate risk
for the markets as a whole and for the funds. Changing interest rates, including
rates that fall below zero, may have unpredictable effects on markets, may
result in heightened market volatility and may detract from fund performance to
the extent a fund is exposed to such interest rates.
Money
Market Securities are high-quality, short-term obligations. Money market
securities may be structured to be, or may employ a trust or other form so that
they are, eligible investments for money market funds. For example, put features
can be used to modify the maturity of a security or interest rate adjustment
features can be used to enhance price stability. If a structure fails to
function as intended, adverse tax or investment consequences may result. Neither
the Internal Revenue Service (IRS) nor any other regulatory authority has ruled
definitively on certain legal issues presented by certain structured securities.
Future tax or other regulatory determinations could adversely affect the value,
liquidity, or tax treatment of the income received from these securities or the
nature and timing of distributions made by a fund.
Municipal
Insurance. A municipal bond may be covered by insurance that guarantees the
bond's scheduled payment of interest and repayment of principal. This type of
insurance may be obtained by either (i) the issuer at the time the bond is
issued (primary market insurance), or (ii) another party after the bond has been
issued (secondary market insurance).
Both
primary and secondary market insurance guarantee timely and scheduled repayment
of all principal and payment of all interest on a municipal bond in the event of
default by the issuer, and cover a municipal bond to its maturity, typically
enhancing its credit quality and value.
Municipal
bond insurance does not insure against market fluctuations or fluctuations in a
fund's share price. In addition, a municipal bond insurance policy will not
cover: (i) repayment of a municipal bond before maturity (redemption), (ii)
prepayment or payment of an acceleration premium (except for a mandatory sinking
fund redemption) or any other provision of a bond indenture that advances the
maturity of the bond, or (iii) nonpayment of principal or interest caused by
negligence or bankruptcy of the paying agent. A mandatory sinking fund
redemption may be a provision of a municipal bond issue whereby part of the
municipal bond issue may be retired before maturity.
Because
a significant portion of the municipal securities issued and outstanding is
insured by a small number of insurance companies, not all of which have the
highest credit rating, an event involving one or more of these insurance
companies could have a significant adverse effect on the value of the securities
insured by that insurance company and on the municipal markets as a whole.
Ratings of insured bonds reflect the credit rating of the insurer, based on the
rating agency's assessment of the creditworthiness of the insurer and its
ability to pay claims on its insurance policies at the time of the assessment.
While the obligation of a municipal bond insurance company to pay a claim
extends over the life of an insured bond, there is no assurance that municipal
bond insurers will meet their claims. A higher-than-anticipated default rate on
municipal bonds or in connection with other insurance the insurer provides could
strain the insurer's loss reserves and adversely affect its ability to pay
claims to bondholders.
FMR
may decide to retain an insured municipal bond that is in default, or, in FMR's
view, in significant risk of default. While a fund holds a defaulted, insured
municipal bond, the fund collects interest payments from the insurer and retains
the right to collect principal from the insurer when the municipal bond matures,
or in connection with a mandatory sinking fund redemption.
Municipal
Leases and participation interests therein may take the form of a lease, an
installment purchase, or a conditional sale contract and are issued by state and
local governments and authorities to acquire land or a wide variety of equipment
and facilities. Generally, a fund will not hold these obligations directly as a
lessor of the property, but will purchase a participation interest in a
municipal obligation from a bank or other third party. A participation interest
gives the purchaser a specified, undivided interest in the obligation in
proportion to its purchased interest in the total amount of the issue.
Municipal
leases frequently have risks distinct from those associated with general
obligation or revenue bonds. State constitutions and statutes set forth
requirements that states or municipalities must meet to incur debt. These may
include voter referenda, interest rate limits, or public sale requirements.
Leases, installment purchases, or conditional sale contracts (which normally
provide for title to the leased asset to pass to the governmental issuer) have
evolved as a means for governmental issuers to acquire property and equipment
without meeting their constitutional and statutory requirements for the issuance
of debt. Many leases and contracts include "non-appropriation clauses" providing
that the governmental issuer has no obligation to make future payments under the
lease or contract unless money is appropriated for such purposes by the
appropriate legislative body on a yearly or other periodic basis.
Non-appropriation clauses free the issuer from debt issuance limitations. If a
municipality stops making payments or transfers its obligations to a private
entity, the obligation could lose value or become taxable.
Municipal
Market Disruption Risk. The value of municipal securities may be affected by
uncertainties in the municipal market related to legislation or litigation
involving the taxation of municipal securities or the rights of municipal
securities holders in the event of a bankruptcy. Proposals to restrict or
eliminate the federal income tax exemption for interest on municipal securities
are introduced before Congress from time to time. Proposals also may be
introduced before state legislatures that would affect the state tax treatment
of a municipal fund's distributions. If such proposals were enacted, the
availability of municipal securities and the value of a municipal fund's
holdings would be affected, and the Trustees would reevaluate the fund's
investment objectives and policies. Municipal bankruptcies are relatively rare,
and certain provisions of the U.S. Bankruptcy Code governing such bankruptcies
are unclear and remain untested. Further, the application of state law to
municipal issuers could produce varying results among the states or among
municipal securities issuers within a state. These legal uncertainties could
affect the municipal securities market generally, certain specific segments of
the market, or the relative credit quality of particular securities. Any of
these effects could have a significant impact on the prices of some or all of
the municipal securities held by a fund, making it more difficult for a money
market fund to maintain a stable net asset value per share (NAV).
Municipal
securities may be susceptible to downgrade, default, and bankruptcy,
particularly during economic downturns. Factors affecting municipal securities
include the budgetary constraints of local, state, and federal governments upon
which the municipalities issuing municipal securities may be relying for
funding, as well as lower tax collections, fluctuations in interest rates, and
increasing construction costs. Municipal securities are also subject to the risk
that the perceived likelihood of difficulties in the municipal securities
markets could result in increased illiquidity, volatility, and credit risk.
Certain municipal issuers may be unable to obtain additional financing through,
or be required to pay higher interest rates on, new issues, which may reduce
revenues available for these municipal issuers to pay existing obligations. In
addition, certain municipal issuers may be unable to issue or market securities,
resulting in fewer investment opportunities for funds investing in municipal
securities.
Education.
In general, there are two types of education-related bonds: those issued to
finance projects for public and private colleges and universities, and those
representing pooled interests in student loans. Bonds issued to supply
educational institutions with funds are subject to the risk of unanticipated
revenue decline, primarily the result of decreasing student enrollment or
decreasing state and federal funding. Among the factors that may lead to
declining or insufficient revenues are restrictions on students' ability to pay
tuition, availability of state and federal funding, and general economic
conditions. Student loan revenue bonds are generally offered by state (or
substate) authorities or commissions and are backed by pools of student loans.
Underlying student loans may be guaranteed by state guarantee agencies and may
be subject to reimbursement by the United States Department of Education through
its guaranteed student loan program. Others may be private, uninsured loans made
to parents or students which are supported by reserves or other forms of credit
enhancement. Recoveries of principal due to loan defaults may be applied to
redemption of bonds or may be used to re-lend, depending on program latitude and
demand for loans. Cash flows supporting student loan revenue bonds are impacted
by numerous factors, including the rate of student loan defaults, seasoning of
the loan portfolio, and student repayment deferral periods of forbearance. Other
risks associated with student loan revenue bonds include potential changes in
federal legislation regarding student loan revenue bonds, state guarantee agency
reimbursement and continued federal interest and other program subsidies
currently in effect.
Electric
Utilities. The electric utilities industry has been experiencing, and will
continue to experience, increased competitive pressures. Federal legislation in
the last two years will open transmission access to any electricity supplier,
although it is not presently known to what extent competition will evolve. Other
risks include: (a) the availability and cost of fuel, (b) the availability and
cost of capital, (c) the effects of conservation on energy demand, (d) the
effects of rapidly changing environmental, safety, and licensing requirements,
and other federal, state, and local regulations, (e) timely and sufficient rate
increases, and (f) opposition to nuclear power.
Health
Care. The health care industry is subject to regulatory action by a number of
private and governmental agencies, including federal, state, and local
governmental agencies. A major source of revenues for the health care industry
is payments from the Medicare and Medicaid programs. As a result, the industry
is sensitive to legislative changes and reductions in governmental spending for
such programs. Numerous other factors may affect the industry, such as general
and local economic conditions; demand for services; expenses (including
malpractice insurance premiums); and competition among health care providers. In
the future, the following elements may adversely affect health care facility
operations: adoption of legislation proposing a national health insurance
program; other state or local health care reform measures; medical and
technological advances which dramatically alter the need for health services or
the way in which such services are delivered; changes in medical coverage which
alter the traditional fee-for-service revenue stream; and efforts by employers,
insurers, and governmental agencies to reduce the costs of health insurance and
health care services.
Housing.
Housing revenue bonds are generally issued by a state, county, city, local
housing authority, or other public agency. They generally are secured by the
revenues derived from mortgages purchased with the proceeds of the bond issue.
It is extremely difficult to predict the supply of available mortgages to be
purchased with the proceeds of an issue or the future cash flow from the
underlying mortgages. Consequently, there are risks that proceeds will exceed
supply, resulting in early retirement of bonds, or that homeowner repayments
will create an irregular cash flow. Many factors may affect the financing of
multi-family housing projects, including acceptable completion of construction,
proper management, occupancy and rent levels, economic conditions, and changes
to current laws and regulations.
Transportation.
Transportation debt may be issued to finance the construction of airports, toll
roads, highways, or other transit facilities. Airport bonds are dependent on the
general stability of the airline industry and on the stability of a specific
carrier who uses the airport as a hub. Air traffic generally follows broader
economic trends and is also affected by the price and availability of fuel. Toll
road bonds are also affected by the cost and availability of fuel as well as
toll levels, the presence of competing roads and the general economic health of
an area. Fuel costs and availability also affect other transportation-related
securities, as do the presence of alternate forms of transportation, such as
public transportation.
Water
and Sewer. Water and sewer revenue bonds are often considered to have relatively
secure credit as a result of their issuer's importance, monopoly status, and
generally unimpeded ability to raise rates. Despite this, lack of water supply
due to insufficient rain, run-off, or snow pack is a concern that has led to
past defaults. Further, public resistance to rate increases, costly
environmental litigation, and Federal environmental mandates are challenges
faced by issuers of water and sewer bonds.
Put
Features entitle the holder to sell a security back to the issuer or a third
party at any time or at specified intervals. In exchange for this benefit, a
fund may accept a lower interest rate. Securities with put features are subject
to the risk that the put provider is unable to honor the put feature (purchase
the security). Put providers often support their ability to buy securities on
demand by obtaining letters of credit or other guarantees from other entities.
Demand features, standby commitments, and tender options are types of put
features.
Repurchase
Agreements involve an agreement to purchase a security and to sell that security
back to the original seller at an agreed-upon price. The resale price reflects
the purchase price plus an agreed-upon incremental amount which is unrelated to
the coupon rate or maturity of the purchased security. As protection against the
risk that the original seller will not fulfill its obligation, the securities
are held in a separate account at a bank, marked-to-market daily, and maintained
at a value at least equal to the sale price plus the accrued incremental amount.
The value of the security purchased may be more or less than the price at which
the counterparty has agreed to purchase the security. In addition, delays or
losses could result if the other party to the agreement defaults or becomes
insolvent. A fund may be limited in its ability to exercise its right to
liquidate assets related to a repurchase agreement with an insolvent
counterparty. A Fidelity® fund may engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found satisfactory by
the fund's adviser.
Restricted
Securities (including Private Placements) are subject to legal restrictions on
their sale. Difficulty in selling securities may result in a loss or be costly
to a fund. Restricted securities, including private placements of private and
public companies, generally can be sold in privately negotiated transactions,
pursuant to an exemption from registration under the Securities Act of 1933
(1933 Act), or in a registered public offering. Where registration is required,
the holder of a registered security may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time it
decides to seek registration and the time it may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less favorable
price than prevailed when it decided to seek registration of the security.
Reverse
Repurchase Agreements. In a reverse repurchase agreement, a fund sells a
security to another party, such as a bank or broker-dealer, in return for cash
and agrees to repurchase that security at an agreed-upon price and time. A
Fidelity® fund may enter into reverse repurchase agreements with parties whose
creditworthiness has been reviewed and found satisfactory by the fund's adviser.
Such transactions may increase fluctuations in the market value of a fund's
assets and, if applicable, a fund's yield, and may be viewed as a form of
leverage. A money market fund may enter into reverse repurchase agreements with
banks and needs to aggregate the amount of indebtedness associated with its
reverse repurchase agreements with the aggregate amount of any other senior
securities representing indebtedness (e.g., borrowings, if applicable) when
calculating the fund's asset coverage ratio.
SEC
Rule 18f-4. In October 2020, the SEC adopted a final rule related to the
use of derivatives, reverse repurchase agreements and certain other transactions
by registered investment companies. A money market fund cannot rely on the rule
to use such instruments, with a limited exception for certain investments in
when-issued, forward-settling and non-standard settlement cycle securities
transactions. Under Rule 18f-4, a money market fund will only be permitted to
invest in a security on a when-issued or forward-settling basis, or with a
non-standard settlement cycle, and the transaction will be deemed not to involve
a senior security (as defined under Section 18(g) of the 1940 Act), provided
that (i) the fund intends to physically settle the transaction and (ii) the
transaction will settle within 35 days of its trade date.
Securities
of Other Investment Companies, including shares of closed-end investment
companies (which include business development companies (BDCs)), unit investment
trusts, and open-end investment companies such as mutual funds and ETFs,
represent interests in professionally managed portfolios that may invest in any
type of instrument. Investing in other investment companies (including
investment companies managed by the Adviser and its affiliates) involves
substantially the same risks as investing directly in the underlying
instruments, but may involve additional expenses at the underlying investment
company-level, such as portfolio management fees and operating expenses, unless
such fees have been waived by the Adviser. Fees and expenses incurred indirectly
by a fund as a result of its investment in shares of one or more other
investment companies generally are referred to as "acquired fund fees and
expenses" and may appear as a separate line item in a fund's prospectus fee
table. For certain investment companies, such as BDCs, these expenses may be
significant. Certain types of investment companies, such as closed-end
investment companies, issue a fixed number of shares that trade on a stock
exchange or over-the-counter at a premium or a discount to their NAV. Others are
continuously offered at NAV, but may also be traded in the secondary market.
Similarly, ETFs trade on a securities exchange and may trade at a premium or a
discount to their NAV.
A
fund's ability to invest in securities of other investment companies may be
limited by federal securities laws. To the extent a fund acquires securities
issued by unaffiliated investment companies, the Adviser's access to information
regarding such underlying fund's portfolio may be limited and subject to such
fund's policies regarding disclosure of fund holdings.
Sources
of Liquidity or Credit Support. Issuers may employ various forms of credit and
liquidity enhancements, including letters of credit, guarantees, swaps, puts,
and demand features, and insurance provided by domestic or foreign entities such
as banks and other financial institutions. An adviser and its affiliates may
rely on their evaluation of the credit of the issuer or the credit of the
liquidity or credit enhancement provider for purposes of making initial and
ongoing minimal credit risk determinations for a money market fund. In
evaluating the credit of a foreign bank or other foreign entities, factors
considered may include whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable political or
economic developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the credit quality
of the issuer and/or entity providing the enhancement could affect the value of
the security or a fund's share price.
Stripped
Securities are the separate income or principal components of a debt security.
The risks associated with stripped securities are similar to those of other
money market securities, although stripped securities may be more volatile. U.S.
Treasury securities that have been stripped by a Federal Reserve Bank are
obligations issued by the U.S. Treasury.
Temporary
Defensive Policies. Each of Fidelity® Tax-Exempt Money Market Fund and Fidelity®
Treasury Money Market Fund reserves the right to hold a substantial amount of
uninvested cash for temporary, defensive purposes.
In
addition, Fidelity® Tax-Exempt Money Market Fund reserves the right to invest
more than normally permitted in federally taxable obligations for temporary,
defensive purposes.
Tender
Option Bonds are created by depositing intermediate- or long-term, fixed-rate or
variable rate, municipal bonds into a trust and issuing two classes of trust
interests (or "certificates") with varying economic interests to investors.
Holders of the first class of trust interests, or floating rate certificates,
receive tax-exempt interest based on short-term rates and may tender the
certificate to the trust at par. As consideration for providing the tender
option, the trust sponsor (typically a bank, broker-dealer, or other financial
institution) receives periodic fees. The trust pays the holders of the floating
rate certificates from proceeds of a remarketing of the certificates or from a
draw on a liquidity facility provided by the sponsor. A fund investing in a
floating rate certificate effectively holds a demand obligation that bears
interest at the prevailing short-term tax-exempt rate. The floating rate
certificate is typically an eligible security for money market funds. Holders of
the second class of interests, sometimes called the residual income
certificates, are entitled to any tax-exempt interest received by the trust that
is not payable to floating rate certificate holders, and bear the risk that the
underlying municipal bonds decline in value. In selecting tender option bonds,
FMR will consider the creditworthiness of the issuer of the underlying bond
deposited in the trust, the experience of the custodian, and the quality of the
sponsor providing the tender option. In certain instances, the tender option may
be terminated if, for example, the issuer of the underlying bond defaults on
interest payments.
Transfer
Agent Bank Accounts. Proceeds from shareholder purchases of a Fidelity® fund may
pass through a series of demand deposit bank accounts before being held at the
fund's custodian. Redemption proceeds may pass from the custodian to the
shareholder through a similar series of bank accounts.
If
a bank account is registered to the transfer agent or an affiliate, who acts as
an agent for the funds when opening, closing, and conducting business in the
bank account, the transfer agent or an affiliate may invest overnight balances
in the account in repurchase agreements or money market funds. Any balances that
are not invested in repurchase agreements or money market funds remain in the
bank account overnight. Any risks associated with such an account are investment
risks of the funds. A fund faces the risk of loss of these balances if the bank
becomes insolvent.
Variable
and Floating Rate Securities provide for periodic adjustments in the interest
rate paid on the security. Variable rate securities provide for a specified
periodic adjustment in the interest rate, while floating rate securities have
interest rates that change whenever there is a change in a designated benchmark
rate or the issuer's credit quality, sometimes subject to a cap or floor on such
rate. Some variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance plus
accrued interest from the issuers or certain financial intermediaries.
In
addition to other interbank offered rates (IBORs), the most common benchmark
rate for floating rate securities is London Interbank Offered Rate (LIBOR),
which is the rate of interest offered on short-term interbank deposits, as
determined by trading between major international banks. After the global
financial crisis, regulators globally determined that existing interest rate
benchmarks should be reformed based on concerns that LIBOR and other IBORs were
susceptible to manipulation. Replacement rates that have been identified include
the Secured Overnight Financing Rate (SOFR, which is intended to replace U.S.
dollar LIBOR and measures the cost of U.S. dollar overnight borrowings) and the
Sterling Overnight Index Average rate (SONIA, which is intended to replace pound
sterling LIBOR and measures the overnight interest rate paid by banks in the
sterling market). At the end of 2021, certain LIBORs were discontinued, but the
most widely used LIBORs may continue to be provided on a representative basis
until at least mid-2023. In addition, the United Kingdom Financial Conduct
Authority (FCA) has announced that it will require the publication of synthetic
LIBOR for the one-month, three-month and six-month U.S. Dollar LIBOR settings
after June 30, 2023 through at least September 30, 2024. Although the transition
process away from IBORs has become increasingly well-defined, any potential
effects of a transition away from the IBORs on a fund and the financial
instruments in which it invests can be difficult to ascertain, and may depend on
factors that include, but are not limited to: (i) existing fallback or
termination provisions in individual contracts; (ii) the effect of new
legislation relating to the discontinuation of LIBOR and the use of replacement
rates, and (iii) whether, how, and when industry participants develop and adopt
new reference rates and fallbacks for both legacy and new products and
instruments. Moreover, certain aspects of the transition from IBORs will rely on
the actions of third-party market participants, such as clearing houses,
trustees, administrative agents, asset servicers and certain service providers;
the Adviser cannot guarantee the performance of such market participants and any
failure on the part of such market participants to manage their part of the IBOR
transition could impact a fund. Such transition may result in a reduction in the
value of IBOR-based instruments held by a fund, a reduction in the effectiveness
of certain hedging transactions and increased illiquidity and volatility in
markets that currently rely on an IBOR to determine interest rates, any of which
could adversely impact the fund's performance.
When-Issued
and Forward Purchase or Sale Transactions involve a commitment to purchase or
sell specific securities at a predetermined price or yield in which payment and
delivery take place after the customary settlement period for that type of
security. Typically, no interest accrues to the purchaser until the security is
delivered.
When
purchasing securities pursuant to one of these transactions, the purchaser
assumes the rights and risks of ownership, including the risks of price and
yield fluctuations and the risk that the security will not be issued as
anticipated. Because payment for the securities is not required until the
delivery date, these risks are in addition to the risks associated with a fund's
investments. If a fund remains substantially fully invested at a time when a
purchase is outstanding, the purchases may result in a form of leverage. When a
fund has sold a security pursuant to one of these transactions, the fund does
not participate in further gains or losses with respect to the security. If the
other party to a delayed-delivery transaction fails to deliver or pay for the
securities, a fund could miss a favorable price or yield opportunity or suffer a
loss.
A
fund may renegotiate a when-issued or forward transaction and may sell the
underlying securities before delivery, which may result in capital gains or
losses for the fund.
In
addition to the investment policies and limitations discussed above, a fund is
subject to the additional operational risk discussed below.
Considerations
Regarding Cybersecurity. With the increased use of technologies such as the
Internet to conduct business, a fund's service providers are susceptible to
operational, information security and related risks. In general, cyber incidents
can result from deliberate attacks or unintentional events and may arise from
external or internal sources. Cyber attacks include, but are not limited to,
gaining unauthorized access to digital systems (e.g., through "hacking" or
malicious software coding) for purposes of misappropriating assets or sensitive
information; corrupting data, equipment or systems; or causing operational
disruption. Cyber attacks may also be carried out in a manner that does not
require gaining unauthorized access, such as causing denial-of-service attacks
on websites (i.e., efforts to make network services unavailable to intended
users). Cyber incidents affecting a fund's manager, any sub-adviser and other
service providers (including, but not limited to, fund accountants, custodians,
transfer agents and financial intermediaries) have the ability to cause
disruptions and impact business operations, potentially resulting in financial
losses, interference with a fund's ability to calculate its NAV, impediments to
trading, the inability of fund shareholders to transact business, destruction to
equipment and systems, violations of applicable privacy and other laws,
regulatory fines, penalties, reputational damage, reimbursement or other
compensation costs, or additional compliance costs. Similar adverse consequences
could result from cyber incidents affecting issuers of securities in which a
fund invests, counterparties with which a fund engages in transactions,
governmental and other regulatory authorities, exchange and other financial
market operators, banks, brokers, dealers, insurance companies and other
financial institutions (including financial intermediaries and service providers
for fund shareholders) and other parties. In addition, substantial costs may be
incurred in order to prevent any cyber incidents in the future.
While
a fund's service providers have established business continuity plans in the
event of, and risk management systems to prevent, such cyber incidents, there
are inherent limitations in such plans and systems including the possibility
that certain risks have not been identified. Furthermore, a fund cannot control
the cyber security plans and systems put in place by its service providers or
any other third parties whose operations may affect a fund or its shareholders.
A fund and its shareholders could be negatively impacted as a result.
Orders
for the purchase or sale of portfolio securities are placed on behalf of a fund
by Fidelity Management & Research Company LLC (FMR or the Adviser) pursuant
to authority contained in the management contract.
To
the extent that the Adviser grants investment management authority to a
sub-adviser (see the section entitled "Management Contracts"), that sub-adviser
is authorized to provide the services described in the respective sub-advisory
agreement, and in accordance with the policies described in this section.
Furthermore, the sub-adviser's trading and associated policies, which may differ
from the Adviser's policies, may apply to that fund, subject to applicable
law.
The
Adviser or a sub-adviser may be responsible for the placement of portfolio
securities transactions for other investment companies and investment accounts
for which it has or its affiliates have investment discretion.
A
fund will not incur any commissions or sales charges when it invests in shares
of certain pooled investment vehicles (including any underlying Central funds),
but it may incur such costs when it invests directly in other types of
securities.
Purchases
and sales of equity securities on a securities exchange or OTC are effected
through brokers who receive compensation for their services. Generally,
compensation relating to securities traded on foreign exchanges will be higher
than compensation relating to securities traded on U.S. exchanges and may not be
subject to negotiation. Compensation may also be paid in connection with
principal transactions (in both OTC securities and securities listed on an
exchange) and agency OTC transactions executed with an electronic communications
network (ECN) or an alternative trading system. Equity securities may be
purchased from underwriters at prices that include underwriting fees.
Purchases
and sales of fixed-income securities are generally made with an issuer or a
primary market-maker acting as principal. Although there is no stated brokerage
commission paid by a fund for any fixed-income security, the price paid by a
fund to an underwriter includes the disclosed underwriting fee and prices in
secondary trades usually include an undisclosed dealer commission or markup
reflecting the spread between the bid and ask prices of the fixed-income
security. New issues of equity and fixed-income securities may also be purchased
in underwritten fixed price offerings.
The
Trustees of each fund periodically review the Adviser's performance of its
responsibilities in connection with the placement of portfolio securities
transactions on behalf of each fund. The Trustees also review the compensation
paid by each fund over representative periods of time to determine if it was
reasonable in relation to the benefits to the fund.
The
Selection of Securities Brokers and Dealers
The
Adviser or its affiliates generally have authority to select brokers (whether
acting as a broker or a dealer) to place or execute a fund's portfolio
securities transactions. In selecting brokers, including affiliates of the
Adviser, to execute a fund's portfolio securities transactions, the Adviser or
its affiliates consider the factors they deem relevant in the context of a
particular trade and in regard to the Adviser's or its affiliates' overall
responsibilities with respect to the fund and other investment accounts,
including any instructions from the fund's portfolio manager, which may
emphasize, for example, speed of execution over other factors. Based on the
factors considered, the Adviser or its affiliates may choose to execute an order
using ECNs, including broker-sponsored algorithms, internal crossing, or by
verbally working an order with one or more brokers. Other possibly relevant
factors include, but are not limited to, the following: price; costs; the size,
nature and type of the order; the speed of execution; financial condition and
reputation of the broker; broker specific considerations (e.g., not all brokers
are able to execute all types of trades); broker willingness to commit capital;
the nature and characteristics of the markets in which the security is traded;
the trader's assessment of whether and how closely the broker likely will follow
the trader's instructions to the broker; confidentiality and the potential for
information leakage; the nature or existence of post-trade clearing, settlement,
custody and currency convertibility mechanisms; and the provision of additional
brokerage and research products and services, if applicable and where allowed by
law.
In
seeking best execution for portfolio securities transactions, the Adviser or its
affiliates may from time to time select a broker that uses a trading method,
including algorithmic trading, for which the broker charges a higher commission
than its lowest available commission rate. The Adviser or its affiliates also
may select a broker that charges more than the lowest commission rate available
from another broker. Occasionally the Adviser or its affiliates execute an
entire securities transaction with a broker and allocate all or a portion of the
transaction and/or related commissions to a second broker where a client does
not permit trading with an affiliate of the Adviser or in other limited
situations. In those situations, the commission rate paid to the second broker
may be higher than the commission rate paid to the executing broker. For futures
transactions, the selection of a futures commission merchant is generally based
on the overall quality of execution and other services provided by the futures
commission merchant. The Adviser or its affiliates execute futures transactions
verbally and electronically.
The
Acquisition of Brokerage and Research Products and Services
Brokers
(who are not affiliates of the Adviser) that execute transactions for a fund
managed outside of the European Union may receive higher compensation from the
fund than other brokers might have charged the fund, in recognition of the value
of the brokerage or research products and services they provide to the Adviser
or its affiliates.
Research
Products and Services. These products and services may include, when permissible
under applicable law, but are not limited to: economic, industry, company,
municipal, sovereign (U.S. and non-U.S.), legal, or political research reports;
market color; company meeting facilitation; compilation of securities prices,
earnings, dividends and similar data; quotation services, data, information and
other services; analytical computer software and services; and investment
recommendations. In addition to receiving brokerage and research products and
services via written reports and computer-delivered services, such reports may
also be provided by telephone and in video and in-person meetings with
securities analysts, corporate and industry spokespersons, economists,
academicians and government representatives and others with relevant
professional expertise. The Adviser or its affiliates may request that a broker
provide a specific proprietary or third-party product or service. Some of these
brokerage and research products and services supplement the Adviser's or its
affiliates' own research activities in providing investment advice to the
funds.
Execution
Services. In addition, when permissible under applicable law, brokerage and
research products and services include those that assist in the execution,
clearing, and settlement of securities transactions, as well as other incidental
functions (including, but not limited to, communication services related to
trade execution, order routing and algorithmic trading, post-trade matching,
exchange of messages among brokers or dealers, custodians and institutions, and
the use of electronic confirmation and affirmation of institutional
trades).
Mixed-Use
Products and Services. Although the Adviser or its affiliates do not use fund
commissions to pay for products or services that do not qualify as brokerage and
research products and services or eligible external research under MiFID II and
FCA regulations (as defined below), where allowed by applicable law, they, at
times, will use commission dollars to obtain certain products or services that
are not used exclusively in the Adviser's or its affiliates' investment
decision-making process (mixed-use products or services). In those
circumstances, the Adviser or its affiliates will make a good faith judgment to
evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or
service that does not qualify as brokerage and research products and services or
eligible external research with their own resources (referred to as "hard
dollars").
Benefit
to the Adviser. The Adviser's or its affiliates' expenses likely would be
increased if they attempted to generate these additional brokerage and research
products and services through their own efforts, or if they paid for these
brokerage and research products or services with their own resources. Therefore,
an economic incentive exists for the Adviser and/or its affiliates to select or
recommend a broker-dealer based on its interest in receiving the brokerage and
research products and services, rather than on the Adviser's or its affiliates'
funds interest in receiving most favorable execution. The Adviser and its
affiliates manage the receipt of brokerage and research products and services
and the potential for conflicts through its Commission Uses Program. The
Commission Uses Program effectively "unbundles" commissions paid to brokers who
provide brokerage and research products and services, i.e., commissions consist
of an execution commission, which covers the execution of the trade (including
clearance and settlement), and a research charge, which is used to cover
brokerage and research products and services. Those brokers have client
commission arrangements (each a CCA) in place with the Adviser and its
affiliates (each of those brokers referred to as CCA brokers). In selecting
brokers for executing transactions on behalf of the fund, the trading desks
through which the Adviser or its affiliates may execute trades are instructed to
execute portfolio transactions on behalf of the funds based on the quality of
execution without any consideration of brokerage and research products and
services the CCA broker provides. Commissions paid to a CCA broker include both
an execution commission and a research charge, and while the CCA broker receives
the entire commission, it retains the execution commission and either credits or
transmits the research portion (also known as "soft dollars") to a CCA pool
maintained by each CCA broker. Soft dollar credits (credits) accumulated in CCA
pools are used to pay research expenses. In some cases, the Adviser or its
affiliates may request that a broker that is not a party to any particular
transaction provide a specific proprietary or third-party product or service,
which would be paid with credits from the CCA pool. The administration of
brokerage and research products and services is managed separately from the
trading desks, and traders have no responsibility for administering the research
program, including the payment for research. The Adviser and/or its affiliates,
at times, use a third-party aggregator to facilitate payments to research
providers. Where an aggregator is involved, the aggregator would maintain
credits in an account that is segregated from the aggregator's proprietary
assets and the assets of its other clients and uses those credits to pay
research providers as instructed by the Adviser or its affiliates. Furthermore,
where permissible under applicable law, certain of the brokerage and research
products and services that the Adviser or its affiliates receive are furnished
by brokers on their own initiative, either in connection with a particular
transaction or as part of their overall services. Some of these brokerage and
research products or services may be provided at no additional cost to the
Adviser or its affiliates or have no explicit cost associated with them. In
addition, the Adviser or its affiliates may request that a broker provide a
specific proprietary or third-party product or service, certain of which
third-party products or services may be provided by a broker that is not a party
to a particular transaction and is not connected with the transacting broker's
overall services.
The
Adviser's Decision-Making Process. In connection with the allocation of fund
brokerage, the Adviser and/or its affiliates make a good faith determination
that the compensation paid to brokers and dealers is reasonable in relation to
the value of the brokerage and/or research products and services provided to the
Adviser and/or its affiliates, viewed in terms of the particular transaction for
a fund or the Adviser's or its affiliates' overall responsibilities to that fund
or other investment companies and investment accounts for which the Adviser or
its affiliates have investment discretion; however, each brokerage and research
product or service received in connection with a fund's brokerage does not
benefit all funds and certain funds will receive the benefit of the brokerage
and research product or services obtained with other funds' commissions. As
required under applicable laws or fund policy, commissions generated by certain
funds may only be used to obtain certain brokerage and research products and
services. As a result, certain funds will pay more proportionately for certain
types of brokerage and research products and services than others, while the
overall amount of brokerage and research products and services paid by each fund
continues to be allocated equitably. While the Adviser and its affiliates take
into account the brokerage and/or research products and services provided by a
broker or dealer in determining whether compensation paid is reasonable, neither
the Adviser, its affiliates, nor the funds incur an obligation to any broker,
dealer, or third party to pay for any brokerage and research product or service
(or portion thereof) by generating a specific amount of compensation or
otherwise. Typically, for funds managed by the Adviser or its affiliates outside
of the European Union or the United Kingdom, these brokerage and research
products and services assist the Adviser or its affiliates in terms of their
overall investment responsibilities to a fund or any other investment companies
and investment accounts for which the Adviser or its affiliates may have
investment discretion. Certain funds or investment accounts may use brokerage
commissions to acquire brokerage and research products and services that also
benefit other funds or accounts managed by the Adviser or its affiliates, and
not every fund or investment account uses the brokerage and research products
and services that may have been acquired through that fund's commissions.
Research
Contracts. The Adviser and/or its affiliates have arrangements with certain
third-party research providers and brokers through whom the Adviser and/or its
affiliates effect fund trades, whereby the Adviser and/or its affiliates may pay
with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or
brokers. If hard dollar payments are used, the Adviser and/or its affiliates, at
times, will cause a fund to pay more for execution than the lowest commission
rate available from the broker providing research products and services to the
Adviser and/or its affiliates, or that may be available from another broker. The
Adviser's and/or its affiliates' determination to pay for research products and
services separately is wholly voluntary on the Adviser's or its affiliates' part
and may be extended to additional brokers or discontinued with any broker
participating in this arrangement.
Funds
Managed within the European Union. The Adviser and its affiliates have
established policies and procedures relating to brokerage commission uses in
compliance with the revised Markets in Financial Instruments Directive in the
European Union, commonly referred to as "MiFID II", as implemented in the United
Kingdom through the Conduct of Business Sourcebook Rules of the UK Financial
Conduct Authority (the FCA), where applicable.
Funds,
or portions thereof, that are managed within the United Kingdom by FMR
Investment Management (UK) Limited (FMR UK) use research payment accounts (RPAs)
to cover costs associated with equity and high income external research that is
consumed by those funds or investment accounts in accordance with MiFID II and
FCA regulations. With RPAs, funds pay for external research through a separate
research charge that is generally assessed and collected alongside the execution
commission1. For funds that use an RPA, FMR UK establishes a research budget.
The budget is set by first grouping funds or investment accounts by strategy
(e.g., asset allocation, blend, growth, etc.), and then determining what
external research is consumed to support the strategies and portfolio management
services provided within the European Union or the United Kingdom. In this
regard, research budgets are set by research needs and are not otherwise linked
to the volume or value of transactions executed on behalf of the fund or
investment account. For funds where portions are managed both within and outside
of the United Kingdom, external research may be paid using both a CCA and an
RPA. Determinations of what is eligible research and how costs are allocated are
made in accordance with the Adviser's and its affiliates' policies and
procedures. Costs for research consumed by funds that use an RPA will be
allocated among the funds or investment accounts within defined strategies pro
rata based on the assets under management for each fund or investment account.
While the research charge paid on behalf of any one fund that uses an RPA varies
over time, the overall research charge determined at the fund level on an annual
basis will not be exceeded.
FMR
UK is responsible for managing the RPA and may delegate its administration to a
third-party administrator for the facilitation of the purchase of external
research and payments to research providers. RPA assets will be maintained in
accounts at a third-party depository institution, held in the name of FMR UK.
FMR UK provides on request, a summary of: (i) the providers paid from the RPA;
(ii) the total amount they were paid over a defined period; (iii) the benefits
and services received by FMR UK; and (iv) how the total amount spent from the
RPA compares to the research budget set for that period, noting any rebate or
carryover if residual funds remain in the RPA.
Impacted
funds, like those funds that participate in CCA pools, at times, will make
payments to a broker that include both an execution commission and a research
charge, but unlike CCAs (for which research charges may be retained by the CCA
broker and credited to the CCA, as described above), the broker will receive
separate payments for the execution commission and the research charge and will
promptly remit the research charge to the RPA. Assets in the RPA are used to
satisfy external research costs consumed by the funds.
If
the costs of paying for external research exceed the amount initially agreed in
relation to funds in a given strategy, the Adviser or its affiliates may
continue to charge those funds or investment accounts beyond the initially
agreed amount in accordance with MiFID II, continue to acquire external research
for the funds or investment accounts using its own resources, or cease to
purchase external research for those funds or investment accounts until the next
annual research budget. If assets for specific funds remain in the RPA at the
end of a period, they may be rolled over to the next period to offset next
year's research charges for those funds or rebated to those funds.
Funds
managed by FMR UK that trade only fixed income securities will not participate
in RPAs because fixed income securities trade based on spreads rather than
commissions, and thus unbundling the execution commission and research charge is
impractical. Therefore, FMR UK and its affiliates have established policies and
procedures to ensure that external research that is paid for through RPAs is not
made available to FMR UK portfolio managers that manage fixed income funds or
investment accounts in any manner inconsistent with MiFID II and FCA
regulations.
1The
staff of the SEC addressed concerns that reliance on an RPA mechanism to pay for
research would be permissible under Section 28(e) of the Securities Exchange Act
of 1934 by indicating that they would not recommend enforcement against
investment advisers who used an RPA to pay for research and brokerage products
and services so long as certain conditions were met. Therefore, references to
"research charges" as part of the RPA mechanism to satisfy MiFID II requirements
can be considered "commissions" for Section 28(e) purposes.
Commission
Recapture
From
time to time, the Adviser or its affiliates engages in brokerage transactions
with brokers (who are not affiliates of the Adviser) who have entered into
arrangements with the Adviser or its affiliates under which the broker will, at
times, rebate a portion of the compensation paid by a fund (commission
recapture). Not all brokers with whom a fund trades have been asked to
participate in brokerage commission recapture.
Affiliated
Transactions
The
Adviser or its affiliates place trades with certain brokers, including National
Financial Services LLC (NFS), through its Fidelity Capital Markets (FCM)
division, and Kezar Trading LLC (formerly Luminex Trading & Analytics
LLC) (Kezar Trading), with whom they are under common control or otherwise
affiliated, provided the Adviser or its affiliates determine that these
affiliates' trade-execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms, and that such transactions be
executed in accordance with applicable rules under the 1940 Act and procedures
adopted by the Board of Trustees of the funds and subject to other applicable
law. In addition, from time to time, the Adviser or its affiliates place trades
with brokers that use NFS or Fidelity Clearing Canada ULC (FCC) as a clearing
agent and/or use Level ATS, an alternative trading system that is deemed to be
affiliated with the Adviser, for execution services.
In
certain circumstances, trades are executed through alternative trading systems
or national securities exchanges in which the Adviser or its affiliates have an
interest. Any decision to execute a trade through an alternative trading system
or exchange in which the Adviser or its affiliates have an interest would be
made in accordance with applicable law, including best execution obligations.
For trades placed on such a system or exchange, not limited to ones in which the
Adviser or its affiliates have an ownership interest, the Adviser or its
affiliates derive benefit in the form of increased valuation(s) of its equity
interest, where it has an ownership interest, or other remuneration, including
rebates.
The
Trustees of each fund have approved procedures whereby a fund is permitted to
purchase securities that are offered in underwritings in which an affiliate of
the adviser or certain other affiliates participate. In addition, for
underwritings where such an affiliate participates as a principal underwriter,
certain restrictions may apply that could, among other things, limit the amount
of securities that the funds could purchase in the underwritings.
Non-U.S.
Securities Transactions
To
facilitate trade settlement and related activities in non-U.S. securities
transactions, the Adviser or its affiliates effect spot foreign currency
transactions with foreign currency dealers. In certain circumstances, due to
local law and regulation, logistical or operational challenges, or the process
for settling securities transactions in certain markets (e.g., short settlement
periods), spot currency transactions are effected on behalf of funds by parties
other than the Adviser or its affiliates, including funds' custodian banks
(working through sub-custodians or agents in the relevant non-U.S. jurisdiction)
or broker-dealers that executed the related securities transaction.
Trade
Allocation
Although
the Trustees and officers of each fund are substantially the same as those of
certain other Fidelity® funds, investment decisions for each fund are made
independently from those of other Fidelity® funds or investment accounts
(including proprietary accounts). The same security is often held in the
portfolio of more than one of these funds or investment accounts. Simultaneous
transactions are inevitable when several funds and investment accounts are
managed by the same investment adviser, or an affiliate thereof, particularly
when the same security is suitable for the investment objective of more than one
fund or investment account.
When
two or more funds or investment accounts are simultaneously engaged in the
purchase or sale of the same security or instrument, the prices and amounts are
allocated in accordance with procedures believed by the Adviser to be
appropriate and equitable to each fund or investment account. In some cases this
could have a detrimental effect on the price or value of the security or
instrument as far as a fund is concerned. In other cases, however, the ability
of the funds to participate in volume transactions will produce better
executions and prices for the funds.
Commissions
Paid
A
fund may pay compensation including both commissions and spreads in connection
with the placement of portfolio transactions. The amount of brokerage
commissions paid by a fund may change from year to year because of, among other
things, changing asset levels, shareholder activity, and/or portfolio
turnover.
For
the fiscal year(s) ended October 31, 2023, 2022, and 2021, Fidelity® Tax-Exempt
Money Market Fund and Fidelity® Treasury Money Market Fund paid no brokerage
commissions.
During
the fiscal year ended October 31, 2023, Fidelity® Tax-Exempt Money Market Fund
and Fidelity® Treasury Money Market Fund paid no brokerage commissions to firms
for providing research or brokerage services.
During
the twelve-month period ended September 30, 2023, Fidelity® Tax-Exempt Money
Market Fund and Fidelity® Treasury Money Market Fund did not allocate brokerage
commissions to firms for providing research or brokerage services.
The
NAV is the value of a single share. NAV is computed by adding a class's pro rata
share of the value of a fund's investments, cash, and other assets, subtracting
the class's pro rata share of the fund's liabilities, subtracting the
liabilities allocated to the class, and dividing the result by the number of
shares of that class that are outstanding.
The
Board of Trustees has designated each fund's investment adviser as the valuation
designee responsible for the fair valuation function and performing fair value
determinations as needed. The adviser has established a Fair Value Committee
(the Committee) to carry out the day-to-day fair valuation responsibilities and
has adopted policies and procedures to govern the fair valuation process and the
activities of the Committee.
A
fund's adviser through the Committee engages in oversight activities with
respect to the fund's pricing services, which includes, among other things,
testing the prices provided by pricing services prior to calculation of a fund's
NAV, conducting periodic due diligence meetings, and periodically reviewing the
methodologies and inputs used by these services.
Shares
of open-end investment companies (including any underlying money market Central
funds) held by a fund are valued at their respective NAVs.
Other
portfolio securities and assets held by a fund are valued on the basis of
amortized cost. This technique involves initially valuing an instrument at its
cost as adjusted for amortization of premium or accretion of discount rather
than its current market value. The amortized cost value of an instrument may be
higher or lower than the price a fund would receive if it sold the
instrument.
At
such intervals as they deem appropriate, the Trustees consider the extent to
which NAV calculated using market valuations would deviate from the $1.00 per
share calculated using amortized cost valuation. If the Trustees believe that a
deviation from a fund's amortized cost per share may result in material dilution
or other unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or reduce, to
the extent reasonably practicable, the dilution or unfair results. Such
corrective action could include selling portfolio instruments prior to maturity
to realize capital gains or losses or to shorten average portfolio maturity;
withholding dividends; redeeming shares in kind; establishing NAV by using
available market quotations; and such other measures as the Trustees may deem
appropriate.
In
determining the fair value of a private placement security for which market
quotations are not available, the Committee generally applies one or more
valuation methods including the market approach, income approach and cost
approach. The market approach considers factors including the price of recent
investments in the same or a similar security or financial metrics of comparable
securities. The income approach considers factors including expected future cash
flows, security specific risks and corresponding discount rates. The cost
approach considers factors including the value of the security's underlying
assets and liabilities.
Generally,
portfolio securities and assets held by an underlying money market Central fund
are valued as follows:
If
quotations are not available, debt securities are usually valued on the basis of
information furnished by a pricing service that uses a valuation matrix which
incorporates both dealer-supplied valuations and electronic data processing
techniques.
Prices
described above are obtained from pricing services that have been approved by
the Committee. A number of pricing services are available and a fund may use
more than one of these services. A fund may also discontinue the use of any
pricing service at any time. A fund's adviser through the Committee engages
in oversight activities with respect to the fund's pricing services, which
includes, among other things, testing the prices provided by pricing services
prior to calculation of a fund's NAV, conducting periodic due diligence
meetings, and periodically reviewing the methodologies and inputs used by these
services.
Other
portfolio securities and assets for which market quotations, official closing
prices, or information furnished by a pricing service are not readily available
or, in the opinion of the Committee, are deemed unreliable will be fair valued
in good faith by the Committee in accordance with applicable fair value pricing
policies. For example, if, in the opinion of the Committee, a security's value
has been materially affected by events occurring before a fund's pricing time
but after the close of the exchange or market on which the security is
principally traded, that security will be fair valued in good faith by the
Committee in accordance with applicable fair value pricing policies. In fair
valuing a security, the Committee may consider factors including, but not
limited to, market and trading activity, bid/ask quotes of brokers, and prices
of similar securities. The frequency that portfolio securities or assets are
fair valued cannot be predicted and may be significant.
Each
fund's adviser reports to the Board information regarding the fair valuation
process and related material matters.
BUYING, SELLING, AND EXCHANGING
INFORMATION
A
fund may make redemption payments in whole or in part in readily marketable
securities or other property pursuant to procedures approved by the Trustees if
Fidelity Management & Research Company LLC determines it is in the best
interests of the fund. Such securities or other property will be valued for this
purpose as they are valued in computing the NAV of a fund or class, as
applicable. Shareholders that receive securities or other property will realize,
upon receipt, a gain or loss for tax purposes, and will incur additional costs
and be exposed to market risk prior to and upon the sale of such securities or
other property.
Dividends.
Because each fund's income is primarily derived from interest, dividends from
the fund generally will not qualify for the dividends-received deduction
available to corporate shareholders or the long-term capital gains tax rates
available to individuals. To the extent that a municipal fund's income is
reported in a written statement to shareholders as federally tax-exempt
interest, the dividends declared by a fund will be federally tax-exempt,
provided that a fund qualifies to pay tax-exempt dividends. In order to qualify
to pay tax-exempt dividends, at least 50% of the value of a fund's total assets
(including uninvested assets) must consist of tax-exempt municipal securities at
the close of each quarter of a fund's taxable year. Short-term capital
gains are taxable at ordinary income tax rates. Distributions by a fund to
tax-advantaged retirement plan accounts are not taxable currently (but you may
be taxed later, upon withdrawal of your investment from such account).
Generally,
Fidelity® Tax-Exempt Money Market Fund purchases municipal securities whose
interest, in the opinion of bond counsel, is free from federal income tax and
from the federal alternative minimum tax (AMT). Neither FMR nor Fidelity®
Tax-Exempt Money Market Fund guarantees that this opinion is correct, and there
is no assurance that the IRS will agree with bond counsel's opinion. Issuers or
other parties generally enter into covenants requiring continuing compliance
with federal tax requirements to preserve the tax-free status of interest
payments over the life of the security. If at any time the covenants are not
complied with, or if the IRS otherwise determines that the issuer did not comply
with relevant tax requirements, interest payments from a security could become
federally taxable, possibly retroactively to the date the security was issued
and you may need to file an amended income tax return. For certain types of
structured securities, the tax status of the pass-through of tax-free income may
also be based on the federal tax treatment of the structure.
Interest
on certain "private activity" securities is subject to the federal Alternative
Minimum Tax (AMT) for individuals, although the interest continues to be
excludable from gross income for other tax purposes. Interest from private
activity securities is a tax preference item for the purposes of determining
whether an individual is subject to the AMT and the amount of AMT to be paid, if
any.
A
portion of the gain on municipal bonds and other bonds purchased at market
discount is taxable to shareholders as ordinary income, not as capital
gains.
Capital
Gain Distributions. Each fund may distribute any net realized capital gains once
a year or more often (as legally permissible), as necessary.
The
following table shows a fund's aggregate capital loss carryforward as of October
31, 2023, which is available to offset future capital gains. A fund's ability to
utilize its capital loss carryforwards in a given year or in total may be
limited.
Fund |
|
Capital Loss
Carryforward (CLC) |
Fidelity®
Tax-Exempt Money Market Fund |
$ |
117,237 |
Fidelity®
Treasury Money Market Fund |
$ |
245,122 |
State
and Local Tax Issues. For mutual funds organized as business trusts, state law
provides for a pass-through of the state and local income tax exemption afforded
to direct owners of U.S. Government securities. Some states limit this
pass-through to mutual funds that invest a certain amount in U.S. Government
securities, and some types of securities, such as repurchase agreements and some
agency-backed securities, may not qualify for this benefit. The tax treatment of
your dividends from a fund will be the same as if you directly owned a
proportionate share of the U.S. Government securities. Because the income earned
on certain U.S. Government securities is exempt from state and local personal
income taxes, the portion of dividends from a fund attributable to these
securities will also be free from state and local personal income taxes. The
exemption from state and local personal income taxation does not preclude states
from assessing other taxes on the ownership of U.S. Government securities.
Tax
Status of the Funds. Each fund intends to qualify each year as a "regulated
investment company" under Subchapter M of the Internal Revenue Code so that it
will not be liable for federal tax on income and capital gains distributed to
shareholders. In order to qualify as a regulated investment company, and avoid
being subject to federal income or excise taxes at the fund level, each fund
intends to distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a fiscal year
basis (if the fiscal year is other than the calendar year), and intends to
comply with other tax rules applicable to regulated investment companies.
Other
Tax Information. The information above is only a summary of some of the tax
consequences generally affecting each fund and its shareholders, and no attempt
has been made to discuss individual tax consequences. It is up to you or your
tax preparer to determine whether the sale of shares of a fund resulted in a
capital gain or loss or other tax consequence to you. In addition to federal
income taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal property
taxes. Investors should consult their tax advisers to determine whether a fund
is suitable to their particular tax situation.
The
Trustees, Members of the Advisory Board (if any), and officers of the trust and
funds, as applicable, are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The Trustees
are experienced executives who meet periodically throughout the year to oversee
each fund's activities, review contractual arrangements with companies that
provide services to each fund, oversee management of the risks associated with
such activities and contractual arrangements, and review each fund's
performance. Except for Laura M. Bishop, Robert W. Helm, Christine J. Thompson,
and Carol J. Zierhoffer, each of the Trustees oversees 313 funds. Ms. Bishop,
Mr. Helm, Ms. Thompson, and Ms. Zierhoffer each oversees 229 funds.
The
Trustees hold office without limit in time except that (a) any Trustee may
resign; (b) any Trustee may be removed by written instrument, signed by at least
two-thirds of the number of Trustees prior to such removal; (c) any Trustee who
requests to be retired or who has become incapacitated by illness or injury may
be retired by written instrument signed by a majority of the other Trustees; and
(d) any Trustee may be removed at any special meeting of shareholders by a
two-thirds vote of the outstanding voting securities of the trust. Each Trustee
who is not an interested person (as defined in the 1940 Act) of the trust and
the funds is referred to herein as an Independent Trustee. Each Independent
Trustee shall retire not later than the last day of the calendar year in which
his or her 75th birthday occurs. The Independent Trustees may waive this
mandatory retirement age policy with respect to individual Trustees. Officers
and Advisory Board Members hold office without limit in time, except that any
officer or Advisory Board Member may resign or may be removed by a vote of a
majority of the Trustees at any regular meeting or any special meeting of the
Trustees. Except as indicated, each individual has held the office shown or
other offices in the same company for the past five years.
Experience,
Skills, Attributes, and Qualifications of the Trustees. The Governance and
Nominating Committee has adopted a statement of policy that describes the
experience, qualifications, attributes, and skills that are necessary and
desirable for potential Independent Trustee candidates (Statement of Policy).
The Board believes that each Trustee satisfied at the time he or she was
initially elected or appointed a Trustee, and continues to satisfy, the
standards contemplated by the Statement of Policy. The Governance and Nominating
Committee also engages professional search firms to help identify potential
Independent Trustee candidates who have the experience, qualifications,
attributes, and skills consistent with the Statement of Policy. From time to
time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in
light of future changes to board composition, business conditions, and
regulatory or other developments, have also been considered by the professional
search firms and the Governance and Nominating Committee. In addition, the Board
takes into account the Trustees' commitment and participation in Board and
committee meetings, as well as their leadership of standing and ad hoc
committees throughout their tenure.
In
determining that a particular Trustee was and continues to be qualified to serve
as a Trustee, the Board has considered a variety of criteria, none of which, in
isolation, was controlling. The Board believes that, collectively, the Trustees
have balanced and diverse experience, qualifications, attributes, and skills,
which allow the Board to operate effectively in governing each fund and
protecting the interests of shareholders. Information about the specific
experience, skills, attributes, and qualifications of each Trustee, which in
each case led to the Board's conclusion that the Trustee should serve (or
continue to serve) as a trustee of the funds, is provided below.
Board
Structure and Oversight Function. Abigail P. Johnson is an interested person and
currently serves as Chairman. The Trustees have determined that an interested
Chairman is appropriate and benefits shareholders because an interested Chairman
has a personal and professional stake in the quality and continuity of services
provided to the funds. Independent Trustees exercise their informed business
judgment to appoint an individual of their choosing to serve as Chairman,
regardless of whether the Trustee happens to be independent or a member of
management. The Independent Trustees have determined that they can act
independently and effectively without having an Independent Trustee serve as
Chairman and that a key structural component for assuring that they are in a
position to do so is for the Independent Trustees to constitute a substantial
majority for the Board. The Independent Trustees also regularly meet in
executive session. Michael E. Kenneally serves as Chairman of the Independent
Trustees and as such (i) acts as a liaison between the Independent Trustees and
management with respect to matters important to the Independent Trustees and
(ii) with management prepares agendas for Board meetings.
Fidelity®
funds are overseen by different Boards of Trustees. The funds' Board oversees
Fidelity's investment-grade bond, money market, asset allocation and certain
equity funds, and other Boards oversee Fidelity's alternative investment, high
income and other equity funds. The asset allocation funds may invest in
Fidelity® funds that are overseen by such other Boards. The use of separate
Boards, each with its own committee structure, allows the Trustees of each group
of Fidelity® funds to focus on the unique issues of the funds they oversee,
including common research, investment, and operational issues. On occasion, the
separate Boards establish joint committees to address issues of overlapping
consequences for the Fidelity® funds overseen by each Board.
The
Trustees operate using a system of committees to facilitate the timely and
efficient consideration of all matters of importance to the Trustees, each fund,
and fund shareholders and to facilitate compliance with legal and regulatory
requirements and oversight of the funds' activities and associated risks. The
Board, acting through its committees, has charged FMR and its affiliates with
(i) identifying events or circumstances the occurrence of which could have
demonstrably adverse effects on the funds' business and/or reputation; (ii)
implementing processes and controls to lessen the possibility that such events
or circumstances occur or to mitigate the effects of such events or
circumstances if they do occur; and (iii) creating and maintaining a system
designed to evaluate continuously business and market conditions in order to
facilitate the identification and implementation processes described in (i) and
(ii) above. Because the day-to-day operations and activities of the funds are
carried out by or through FMR, its affiliates, and other service providers, the
funds' exposure to risks is mitigated but not eliminated by the processes
overseen by the Trustees. While each of the Board's committees has
responsibility for overseeing different aspects of the funds' activities,
oversight is exercised primarily through the Operations and Audit Committees. In
addition, an ad hoc Board committee of Independent Trustees has worked with FMR
to enhance the Board's oversight of investment and financial risks, legal and
regulatory risks, technology risks, and operational risks, including the
development of additional risk reporting to the Board. The Operations Committee
also worked and continues to work with FMR to enhance the stress tests required
under SEC regulations for money market funds. Appropriate personnel, including
but not limited to the funds' Chief Compliance Officer (CCO), FMR's internal
auditor, the independent accountants, the funds' Treasurer and portfolio
management personnel, make periodic reports to the Board's committees, as
appropriate, including an annual review of Fidelity's risk management program
for the Fidelity® funds. The responsibilities of each standing committee,
including their oversight responsibilities, are described further under
"Standing Committees of the Trustees."
Interested
Trustees*:
Correspondence
intended for a Trustee who is an interested person may be sent to Fidelity
Investments, 245 Summer Street, Boston, Massachusetts 02210.
Name,
Year of Birth; Principal Occupations and Other Relevant Experience+
Abigail
P. Johnson (1961)
Year of Election or
Appointment: 2009
Trustee
Chairman of the Board of
Trustees
Ms. Johnson also serves
as Trustee of other Fidelity® funds. Ms. Johnson serves as Chairman
(2016-present), Chief Executive Officer (2014-present), and Director
(2007-present) of FMR LLC (diversified financial services company), President of
Fidelity Financial Services (2012-present) and President of Personal, Workplace
and Institutional Services (2005-present). Ms. Johnson is Chairman and Director
of Fidelity Management & Research Company LLC (investment adviser firm,
2011-present). Previously, Ms. Johnson served as Chairman and Director of FMR
Co., Inc. (investment adviser firm, 2011-2019), Vice Chairman (2007-2016) and
President (2013-2016) of FMR LLC, President and a Director of Fidelity
Management & Research Company (2001-2005), a Trustee of other investment
companies advised by Fidelity Management & Research Company, Fidelity
Investments Money Management, Inc. (investment adviser firm), and FMR Co., Inc.
(2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and
managed a number of Fidelity® funds. Ms. Abigail P. Johnson and Mr. Arthur E.
Johnson are not related.
Jennifer
Toolin McAuliffe (1959)
Year of Election or
Appointment: 2016
Trustee
Ms. McAuliffe also
serves as Trustee of other Fidelity® funds and as Trustee of Fidelity Charitable
(2020-present). Previously, Ms. McAuliffe served as Co-Head of Fixed Income of
Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified
financial services company), Director of Research for FIL's credit and
quantitative teams in London, Hong Kong and Tokyo and Director of Research for
taxable and municipal bonds at Fidelity Investments Money Management, Inc. Ms.
McAuliffe previously served as a member of the Advisory Board of certain
Fidelity® funds (2016). Ms. McAuliffe was previously a lawyer at Ropes &
Gray LLP and an international banker at Chemical Bank NA (now JPMorgan Chase
& Co.). Ms. McAuliffe also currently serves as director or trustee of
several not-for-profit entities.
Christine
J. Thompson (1958)
Year of Election or
Appointment: 2023
Trustee
Ms. Thompson also serves
as a Trustee of other Fidelity® funds. Ms. Thompson serves as Leader of Advanced
Technologies for Investment Management at Fidelity Investments (2018-present).
Previously, Ms. Thompson served as Chief Investment Officer in the Bond group at
Fidelity Management & Research Company (2010-2018) and held various other
roles including Director of municipal bond portfolio managers and Portfolio
Manager of certain Fidelity® funds.
*
Determined to be an "Interested Trustee" by virtue of, among other things, his
or her affiliation with the trust or various entities under common control with
FMR.
+
The information includes the Trustee's principal occupation during the last five
years and other information relating to the experience, attributes, and skills
relevant to the Trustee's qualifications to serve as a Trustee, which led to the
conclusion that the Trustee should serve as a Trustee for each fund.
Independent
Trustees:
Correspondence
intended for an Independent Trustee may be sent to Fidelity Investments, P.O.
Box 55235, Boston, Massachusetts 02205-5235.
Name,
Year of Birth; Principal Occupations and Other Relevant Experience+
Elizabeth
S. Acton (1951)
Year of Election or
Appointment: 2013
Trustee
Ms. Acton also serves as
Trustee of other Fidelity® funds. Prior to her retirement, Ms. Acton served as
Executive Vice President, Finance (2011-2012), Executive Vice President, Chief
Financial Officer (2002-2011) and Treasurer (2004-2005) of Comerica Incorporated
(financial services). Prior to joining Comerica, Ms. Acton held a variety of
positions at Ford Motor Company (1983-2002), including Vice President and
Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer
of Ford Motor Credit Company (1998-2000). Ms. Acton currently serves as a member
of the Board and Audit and Finance Committees of Beazer Homes USA, Inc.
(homebuilding, 2012-present). Ms. Acton previously served as a member of the
Advisory Board of certain Fidelity® funds (2013-2016).
Laura
M. Bishop (1961)
Year of Election or
Appointment: 2023
Trustee
Ms. Bishop also serves
as Trustee or Member of the Advisory Board of other Fidelity® funds. Prior to
her retirement, Ms. Bishop held a variety of positions at United Services
Automobile Association (2001-2020), including Executive Vice President and Chief
Financial Officer (2014-2020) and Senior Vice President and Deputy Chief
Financial Officer (2012-2014). Ms. Bishop currently serves as a member of the
Audit Committee and Compensation and Personnel Committee (2021-present) of the
Board of Directors of Korn Ferry (global organizational consulting). Previously,
Ms. Bishop served as a Member of the Advisory Board of certain Fidelity® funds
(2022-2023).
Ann
E. Dunwoody (1953)
Year of Election or
Appointment: 2018
Trustee
General Dunwoody also
serves as Trustee of other Fidelity® funds. General Dunwoody (United States
Army, Retired) was the first woman in U.S. military history to achieve the rank
of four-star general and prior to her retirement in 2012 held a variety of
positions within the U.S. Army, including Commanding General, U.S. Army Material
Command (2008-2012). General Dunwoody currently serves as a member of the Board,
Chair of Nomination Committee and a member of the Corporate Governance Committee
of Kforce Inc. (professional staffing services, 2016-present) and a member of
the Board of Automattic Inc. (software engineering, 2018-present). Previously,
General Dunwoody served as President of First to Four LLC (leadership and
mentoring services, 2012-2022), a member of the Advisory Board and Nominating
and Corporate Governance Committee of L3 Technologies, Inc. (communication,
electronic, sensor and aerospace systems, 2013-2019) and a member of the Board
and Audit and Sustainability and Corporate Responsibility Committees of Republic
Services, Inc. (waste collection, disposal and recycling, 2013-2016). General
Dunwoody also serves on several boards for non-profit organizations, including
as a member of the Board, Chair of the Nomination and Governance Committee and a
member of the Audit Committee of the Noble Reach Foundation (formerly Logistics
Management Institute) (consulting non-profit, 2012-present) and a member of the
Board of ThanksUSA (military family education non-profit, 2014-present).
Previously, General Dunwoody served as a member of the Board of Florida
Institute of Technology (2015-2022) and a member of the Council of Trustees for
the Association of the United States Army (advocacy non-profit, 2013-2021).
General Dunwoody previously served as a member of the Advisory Board of certain
Fidelity® funds (2018).
John
Engler (1948)
Year of Election or
Appointment: 2014
Trustee
Mr. Engler also serves
as Trustee of other Fidelity® funds. Previously, Mr. Engler served as Governor
of Michigan (1991-2003), President of the Business Roundtable (2011-2017) and
interim President of Michigan State University (2018-2019). Previously, Mr.
Engler served as a member of the Board of Stride, Inc. (formerly K12 Inc.)
(technology-based education company, 2012-2022), a member of the Board of
Universal Forest Products (manufacturer and distributor of wood and
wood-alternative products, 2003-2019) and Trustee of The Munder Funds
(2003-2014). Mr. Engler previously served as a member of the Advisory Board of
certain Fidelity® funds (2014-2016).
Robert
F. Gartland (1951)
Year of Election or
Appointment: 2010
Trustee
Mr. Gartland also serves
as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Gartland held
a variety of positions at Morgan Stanley (financial services, 1979-2007),
including Managing Director (1987-2007) and Chase Manhattan Bank (1975-1978).
Mr. Gartland previously served as Chairman and an investor in Gartland &
Mellina Group Corp. (consulting, 2009-2019), as a member of the Board of
National Securities Clearing Corporation (1993-1996) and as Chairman of TradeWeb
(2003-2004).
Robert
W. Helm (1957)
Year of Election or
Appointment: 2023
Trustee
Mr. Helm also serves as
Trustee or Member of the Advisory Board of other Fidelity® funds. Mr. Helm was
formerly Deputy Chairman (2003-2020), partner (1991-2020) and an associate
(1984-1991) of Dechert LLP (formerly Dechert Price & Rhoads). Mr. Helm
currently serves on boards and committees of several not-for-profit
organizations, including as a Trustee and member of the Executive Committee of
the Baltimore Council on Foreign Affairs, a member of the Board of Directors of
the St. Vincent de Paul Society of Baltimore and a member of the Life Guard
Society of Mt. Vernon. Previously, Mr. Helm served as a Member of the
Advisory Board of certain Fidelity® funds (2021-2023).
Arthur
E. Johnson (1947)
Year of Election or
Appointment: 2008
Trustee
Mr. Johnson also serves
as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Johnson served
as Senior Vice President of Corporate Strategic Development of Lockheed Martin
Corporation (defense contractor, 1999-2009). Mr. Johnson currently serves as a
member of the Board of Booz Allen Hamilton (management consulting,
2011-present). Mr. Johnson previously served as a member of the Board of Eaton
Corporation plc (diversified power management, 2009-2019) and a member of the
Board of AGL Resources, Inc. (holding company, 2002-2016). Mr. Johnson
previously served as Chairman (2018-2021) and Vice Chairman (2015-2018) of the
Independent Trustees of certain Fidelity® funds. Mr. Arthur E. Johnson is not
related to Ms. Abigail P. Johnson.
Michael
E. Kenneally (1954)
Year of Election or
Appointment: 2009
Trustee
Chairman of the
Independent Trustees
Mr. Kenneally also
serves as Trustee of other Fidelity® funds and was Vice Chairman (2018-2021) of
the Independent Trustees of certain Fidelity® funds. Prior to retirement in
2005, he was Chairman and Global Chief Executive Officer of Credit Suisse Asset
Management, the worldwide fund management and institutional investment business
of Credit Suisse Group. Previously, Mr. Kenneally was an Executive Vice
President and the Chief Investment Officer for Bank of America. In this role, he
was responsible for the investment management, strategy and products delivered
to the bank's institutional, high-net-worth and retail clients. Earlier, Mr.
Kenneally directed the organization's equity and quantitative research groups.
He began his career as a research analyst and then spent more than a dozen years
as a portfolio manager for endowments, pension plans and mutual funds. He earned
the Chartered Financial Analyst (CFA) designation in 1991.
Mark
A. Murray (1954)
Year of Election or
Appointment: 2016
Trustee
Mr. Murray also serves
as Trustee of other Fidelity® funds. Previously, Mr. Murray served as Co-Chief
Executive Officer (2013-2016), President (2006-2013) and Vice Chairman
(2013-2020) of Meijer, Inc. Mr. Murray serves as a member of the Board
(2009-present) and Public Policy and Responsibility Committee (2009-present) and
Chair of the Nuclear Review Committee (2019-present) of DTE Energy Company
(diversified energy company). Mr. Murray previously served as a member of the
Board of Spectrum Health (not-for-profit health system, 2015-2019) and as a
member of the Board and Audit Committee and Chairman of the Nominating and
Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer
and distributor of wood and wood-alternative products, 2004-2016). Mr. Murray
also serves as a member of the Board of many community and professional
organizations. Mr. Murray previously served as a member of the Advisory Board of
certain Fidelity® funds (2016).
Carol
J. Zierhoffer (1960)
Year of Election or
Appointment: 2023
Trustee
Ms. Zierhoffer also
serves as Trustee or Member of the Advisory Board of other Fidelity®
funds. Prior to her retirement, Ms. Zierhoffer held a variety of positions
at Bechtel Corporation (engineering company, 2013-2019), including Principal
Vice President and Chief Information Officer (2013-2016) and Senior Vice
President and Chief Information Officer (2016-2019). Ms. Zierhoffer currently
serves as a member of the Board of Directors, Audit Committee and Compensation
Committee of Allscripts Healthcare Solutions, Inc. (healthcare technology,
2020-present) and as a member of the Board of Directors, Audit and Finance
Committee and Nominating and Governance Committee of Atlas Air Worldwide
Holdings, Inc. (aviation operating services, 2021-present). Previously, Ms.
Zierhoffer served as a member of the Board of Directors and Audit Committee and
as the founding Chair of the Information Technology Committee of MedAssets, Inc.
(healthcare technology, 2013-2016), and as a Member of the Advisory Board of
certain Fidelity® funds (2023).
+
The information includes the Trustee's principal occupation during the last five
years and other information relating to the experience, attributes, and skills
relevant to the Trustee's qualifications to serve as a Trustee, which led to the
conclusion that the Trustee should serve as a Trustee for each fund.
Advisory
Board Members and Officers:
Correspondence
intended for a Member of the Advisory Board (if any) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence
intended for an officer may be sent to Fidelity Investments, 245 Summer Street,
Boston, Massachusetts 02210.
Name,
Year of Birth; Principal Occupation
Heather
Bonner (1977)
Year of Election or
Appointment: 2023
Assistant
Treasurer
Ms. Bonner also serves
as an officer of other funds. Ms. Bonner is a Senior Vice President
(2022-present) and is an employee of Fidelity Investments (2022-present). Ms.
Bonner serves as Vice President, Treasurer, or Assistant Treasurer of
certain Fidelity entities. Prior to joining Fidelity, Ms. Bonner served as
Managing Director at AQR Capital Management (2013-2022) and was the Treasurer
and Principal Financial Officer of the AQR Funds (2013-2022).
Craig
S. Brown (1977)
Year of Election or
Appointment: 2019
Assistant
Treasurer
Mr. Brown also serves as
an officer of other funds. Mr. Brown is a Vice President (2015-present) and is
an employee of Fidelity Investments. Mr. Brown serves as Assistant Treasurer of
FIMM, LLC (2021-present). Previously, Mr. Brown served as Assistant Treasurer of
certain Fidelity® funds (2019-2022).
John
J. Burke III (1964)
Year of Election or
Appointment: 2018
Chief Financial
Officer
Mr. Burke also serves as
Chief Financial Officer of other funds. Mr. Burke is Head of Fidelity Fund and
Investment Operations (2018-present) and is an employee of Fidelity Investments.
Mr. Burke serves as President, Executive Vice President, or Director of certain
Fidelity entities. Previously Mr. Burke served as head of Asset Management
Investment Operations (2012-2018).
Margaret
Carey (1973)
Year of Election or
Appointment: 2023
Secretary and Chief
Legal Officer (CLO)
Ms. Carey also serves as
an officer of other funds and as CLO of certain Fidelity entities. Ms. Carey is
a Senior Vice President, Deputy General Counsel (2019-present) and is an
employee of Fidelity Investments.
David
J. Carter (1973)
Year of Election or
Appointment: 2020
Assistant
Secretary
Mr. Carter also serves
as Assistant Secretary of other funds. Mr. Carter is a Senior Vice President,
Deputy General Counsel (2022-present) and is an employee of Fidelity
Investments. Mr. Carter serves as Chief Legal Officer of Fidelity Investments
Institutional Operations Company LLC - Shareholder Division (transfer agent,
2020-present).
Jonathan
Davis (1968)
Year of Election or
Appointment: 2010
Assistant
Treasurer
Mr. Davis also serves as
an officer of other funds. Mr. Davis is a Vice President (2006-present) and is
an employee of Fidelity Investments. Mr. Davis serves as Assistant Treasurer of
certain Fidelity entities.
Laura
M. Del Prato (1964)
Year of Election or
Appointment: 2018
President and
Treasurer
Ms. Del Prato also
serves as an officer of other funds. Ms. Del Prato is a Senior Vice President
(2017-present) and is an employee of Fidelity Investments. Ms. Del Prato serves
as Vice President or Assistant Treasurer of certain Fidelity entities.
Previously, Ms. Del Prato served as President and Treasurer of The North
Carolina Capital Management Trust: Cash Portfolio and Term Portfolio
(2018-2020).
Robin
Foley (1964)
Year of Election or
Appointment: 2023
Vice President
Ms. Foley also serves as
Vice President of other funds. Ms. Foley serves as Head of Fidelity's Fixed
Income division (2023-present) and is an employee of Fidelity Investments.
Previously, Ms. Foley served as Chief Investment Officer of Bonds (2017-2023).
Christopher
M. Gouveia (1973)
Year of Election or
Appointment: 2023
Chief Compliance
Officer
Mr. Gouveia also serves
as Chief Compliance Officer of other funds. Mr. Gouveia is a Senior Vice
President of Asset Management Compliance (2019-present) and is an employee of
Fidelity Investments. Mr. Gouveia serves as Compliance Officer of Fidelity
Management Trust Company (2023-present). Previously, Mr. Gouveia served as Chief
Compliance Officer of the North Carolina Capital Management Trust
(2016-2019).
Colm
A. Hogan (1973)
Year of Election or
Appointment: 2016
Assistant
Treasurer
Mr. Hogan also serves as
an officer of other funds. Mr. Hogan is a Vice President (2016-present) and is
an employee of Fidelity Investments. Mr. Hogan serves as Assistant Treasurer of
certain Fidelity entities. Previously, Mr. Hogan served as Deputy Treasurer of
certain Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity®
funds (2016-2018).
Chris
Maher (1972)
Year of Election or
Appointment: 2013
Assistant
Treasurer
Mr. Maher also
serves as an officer of other funds. Mr. Maher is a Vice President
(2008-present) and is an employee of Fidelity Investments. Mr. Maher serves as
Assistant Treasurer of certain Fidelity entities. Previously, Mr. Maher served
as Assistant Treasurer of certain funds (2013-2020).
Brett
Segaloff (1972)
Year of Election or
Appointment: 2021
Anti-Money Laundering
(AML) Officer
Mr. Segaloff also serves
as AML Officer of other funds. Mr. Segaloff is a Vice President (2022-present)
and is an employee of Fidelity Investments. Mr. Segaloff serves as Anti Money
Laundering Compliance Officer or Anti Money Laundering/Bank Secrecy Act
Compliance Officer of certain Fidelity entities.
Stacie
M. Smith (1974)
Year of Election or
Appointment: 2013
Assistant
Treasurer
Ms. Smith also serves as
an officer of other funds. Ms. Smith is a Senior Vice President (2016-present)
and is an employee of Fidelity Investments. Ms. Smith serves as Assistant
Treasurer of certain Fidelity entities and has served in other fund officer
roles.
Jim
Wegmann (1979)
Year of Election or
Appointment: 2021
Deputy Treasurer
Mr. Wegmann also serves
as an officer of other funds. Mr. Wegmann is a Vice President (2016-present) and
is an employee of Fidelity Investments. Mr. Wegmann serves as Assistant
Treasurer of FIMM, LLC (2021-present). Previously, Mr. Wegmann served as
Assistant Treasurer of certain Fidelity® funds (2019-2021).
Standing
Committees of the Trustees. The Board of Trustees has established various
committees to support the Independent Trustees in acting independently in
pursuing the best interests of the funds and their shareholders. Currently, the
Board of Trustees has four standing committees. The members of each committee
are Independent Trustees.
The
Operations Committee is composed of all of the Independent Trustees, with Mr.
Kenneally currently serving as Chair. The committee normally meets at least six
times a year, or more frequently as called by the Chair, and serves as a forum
for consideration of issues of importance to, or calling for particular
determinations by, the Independent Trustees. The committee considers matters
involving potential conflicts of interest between the funds and FMR and its
affiliates, including matters involving potential claims of one or more funds
(e.g., for reimbursements of expenses or losses) against FMR, and reviews
proposed contracts and the proposed continuation of contracts between the funds
and FMR and its affiliates, and annually reviews and makes recommendations
regarding contracts with third parties unaffiliated with FMR, including
insurance coverage and custody agreements. The committee has oversight of
compliance issues not specifically within the scope of any other committee.
These matters include, but are not limited to, significant non-conformance with
contract requirements and other significant regulatory matters and recommending
to the Board of Trustees the designation of a person to serve as the funds' CCO.
The committee (i) serves as a primary point of contact (generally after the
Independent Trustee who serves as a liaison for the CCO) for the CCO with regard
to Board-related functions; (ii) oversees the annual performance review of the
CCO; (iii) makes recommendations concerning the CCO's compensation; and (iv)
makes recommendations as needed in respect of the removal of the CCO.
The
Audit Committee is composed of all of the Independent Trustees, with Ms. Acton
currently serving as Chair. At least one committee member will be an "audit
committee financial expert" as defined by the SEC. The committee normally meets
four times a year, or more frequently as called by the Chair or a majority of
committee members. The committee meets separately, at least annually, with the
funds' Treasurer, with the funds' Chief Financial Officer, with personnel
responsible for the internal audit function of FMR LLC, with the funds' outside
auditors, and with the funds' CCO. The committee has direct responsibility for
the appointment, compensation, and oversight of the work of the outside auditors
employed by the funds. The committee assists the Trustees in overseeing and
monitoring: (i) the systems of internal accounting and financial controls of the
funds and the funds' service providers (to the extent such controls impact the
funds' financial statements); (ii) the funds' auditors and the annual audits of
the funds' financial statements; (iii) the financial reporting processes of the
funds; (iv) whistleblower reports; and (v) the accounting policies and
disclosures of the funds. The committee considers and acts upon (i) the
provision by any outside auditor of any non-audit services for any fund, and
(ii) the provision by any outside auditor of certain non-audit services to fund
service providers and their affiliates to the extent that such approval (in the
case of this clause (ii)) is required under applicable regulations of the SEC.
It is responsible for approving all audit engagement fees and terms for the
funds and for resolving disagreements between a fund and any outside auditor
regarding any fund's financial reporting. Auditors of the funds report directly
to the committee. The committee will obtain assurance of independence and
objectivity from the outside auditors, including a formal written statement
delineating all relationships between the auditor and the funds and any service
providers consistent with the rules of the Public Company Accounting Oversight
Board. It oversees and receives reports on the funds' service providers'
internal controls and reviews the adequacy and effectiveness of the service
providers' accounting and financial controls, including: (i) any significant
deficiencies or material weaknesses in the design or operation of internal
controls over financial reporting that are reasonably likely to adversely affect
the funds' ability to record, process, summarize, and report financial data;
(ii) any change in the fund's internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the fund's
internal control over financial reporting; and (iii) any fraud, whether material
or not, that involves management or other employees who have a significant role
in the funds' or service providers internal controls over financial reporting.
The committee will also review any correspondence with regulators or
governmental agencies or published reports that raise material issues regarding
the funds' financial statements or accounting policies. These matters may also
be reviewed by the Operations Committee. The committee reviews at least annually
a report from each outside auditor describing any material issues raised by the
most recent internal quality control, peer review, or Public Company Accounting
Oversight Board examination of the auditing firm and any material issues raised
by any inquiry or investigation by governmental or professional authorities of
the auditing firm and in each case any steps taken to deal with such issues. The
committee will oversee and receive reports on the funds' financial reporting
process from the funds' Treasurer and outside auditors and will oversee the
resolution of any disagreements concerning financial reporting among applicable
parties. The committee will discuss with FMR, the funds' Treasurer, outside
auditors and, if appropriate, internal audit personnel of FMR LLC their
qualitative judgments about the appropriateness and acceptability of accounting
principles and financial disclosure practices used or proposed for adoption by
the funds. The committee will review with FMR, the funds' outside auditor,
internal audit personnel of FMR LLC and legal counsel, as appropriate, matters
related to the audits of the funds' financial statements. The committee will
discuss regularly and oversee the review of the internal controls of the funds
and their service providers with respect to accounting, financial matters and
risk management programs related to the funds. The committee will review
periodically the funds' major internal controls exposures and the steps that
have been taken to monitor and control such exposures.
The
Fair Valuation Committee is composed of all of the Independent Trustees, with
Mr. Murray currently serving as Chair. The Committee normally meets quarterly,
or more frequently as called by the Chair. The Fair Valuation Committee oversees
the valuation of securities held by the funds, including the fair valuation of
securities by the funds' valuation designee. The Committee receives and reviews
related reports and information consistent with its oversight obligations.
The
Governance and Nominating Committee is composed of Messrs. Kenneally (Chair) and
Gartland (Vice Chair), and Ms. Acton. The committee meets as called by the
Chair. With respect to fund governance and board administration matters, the
committee periodically reviews procedures of the Board of Trustees and its
committees (including committee charters) and periodically reviews compensation
of Independent Trustees. The committee monitors corporate governance matters and
makes recommendations to the Board of Trustees on the frequency and structure of
the Board of Trustee meetings and on any other aspect of Board procedures. It
acts as the administrative committee under the retirement plan for Independent
Trustees who retired prior to December 30, 1996 and under the fee deferral plan
for Independent Trustees. It monitors the performance of legal counsel employed
by both the funds and the Independent Trustees. The committee will engage and
oversee any counsel utilized by the Independent Trustees as may be necessary or
appropriate under applicable regulations or otherwise. The committee also
approves Board administrative matters applicable to Independent Trustees, such
as expense reimbursement policies and compensation for attendance at meetings,
conferences and other events. The committee oversees compliance with the
provisions of the code of ethics and any supplemental policies regarding
personal securities transactions applicable to the Independent Trustees. The
committee reviews the functioning of each Board committee and makes
recommendations for any changes, including the creation or elimination of
standing or ad hoc Board committees. The committee monitors regulatory and other
developments to determine whether to recommend modifications to the committee's
responsibilities or other Trustee policies and procedures in light of rule
changes, reports concerning "recommended practices" in corporate governance and
other developments in mutual fund governance. The committee meets with
Independent Trustees at least once a year to discuss matters relating to fund
governance. The committee recommends that the Board establish such special or ad
hoc Board committees as may be desirable or necessary from time to time in order
to address ethical, legal, or other matters that may arise. The committee also
oversees the annual self-evaluation of the Board of Trustees and establishes
procedures to allow it to exercise this oversight function. In conducting this
oversight, the committee shall address all matters that it considers relevant to
the performance of the Board of Trustees and shall report the results of its
evaluation to the Board of Trustees, including any recommended amendments to the
principles of governance, and any recommended changes to the funds' or the Board
of Trustees' policies, procedures, and structures. The committee reviews
periodically the size and composition of the Board of Trustees as a whole and
recommends, if necessary, measures to be taken so that the Board of Trustees
reflects the appropriate balance of knowledge, experience, skills, expertise,
and diversity required for the Board as a whole and contains at least the
minimum number of Independent Trustees required by law. The committee makes
nominations for the election or appointment of Independent Trustees and
non-management Members of any Advisory Board, and for membership on committees.
The committee has the authority to retain and terminate any third-party
advisers, including authority to approve fees and other retention terms. Such
advisers may include search firms to identify Independent Trustee candidates and
board compensation consultants. The committee may conduct or authorize
investigations into or studies of matters within the committee's scope of
responsibilities, and may retain, at the funds' expense, such independent
counsel or other advisers as it deems necessary. The committee will consider
nominees to the Board of Trustees recommended by shareholders based upon the
criteria applied to candidates presented to the committee by a search firm or
other source. Recommendations, along with appropriate background material
concerning the candidate that demonstrates his or her ability to serve as an
Independent Trustee of the funds, should be submitted to the Chair of the
committee at the address maintained for communications with Independent
Trustees. If the committee retains a search firm, the Chair will generally
forward all such submissions to the search firm for evaluation. With respect to
the criteria for selecting Independent Trustees, it is expected that all
candidates will possess the following minimum qualifications: (i) unquestioned
personal integrity; (ii) not an interested person of the funds within the
meaning of the 1940 Act; (iii) does not have a material relationship (e.g.,
commercial, banking, consulting, legal, or accounting) with the adviser, any
sub-adviser or their affiliates that could create an appearance of lack of
independence in respect of the funds; (iv) has the disposition to act
independently in respect of FMR and its affiliates and others in order to
protect the interests of the funds and all shareholders; (v) ability to attend
regularly scheduled Board meetings during the year; (vi) demonstrates sound
business judgment gained through broad experience in significant positions where
the candidate has dealt with management, technical, financial, or regulatory
issues; (vii) sufficient financial or accounting knowledge to add value in the
complex financial environment of the funds; (viii) experience on corporate or
other institutional oversight bodies having similar responsibilities, but which
board memberships or other relationships could not result in business or
regulatory conflicts with the funds; and (ix) capacity for the hard work and
attention to detail that is required to be an effective Independent Trustee in
light of the funds' complex regulatory, operational, and marketing setting. The
Governance and Nominating Committee may determine that a candidate who does not
have the type of previous experience or knowledge referred to above should
nevertheless be considered as a nominee if the Governance and Nominating
Committee finds that the candidate has additional qualifications such that his
or her qualifications, taken as a whole, demonstrate the same level of fitness
to serve as an Independent Trustee.
During
the fiscal year ended October 31, 2023, each committee held the number of
meetings shown in the table below:
COMMITTEE |
NUMBER OF MEETINGS HELD |
Operations Committee |
8 |
Audit Committee |
4 |
Fair Valuation Committee |
4 |
Governance and Nominating Committee |
11 |
The
following table sets forth information describing the dollar range of equity
securities beneficially owned by each Trustee in each fund and in all funds in
the aggregate within the same fund family overseen by the Trustee for the
calendar year ended December 31, 2022. (The information is as of August 31, 2023
for Ms. Bishop, Mr. Helm, Ms. Thompson, and Ms. Zierhoffer, each a Trustee as of
October 18, 2023.)
Interested Trustees
DOLLAR RANGE OF
FUND SHARES |
Abigail P Johnson |
Christine J Thompson |
Jennifer Toolin McAuliffe |
|
Fidelity® Tax-Exempt Money Market
Fund |
none |
none |
none |
|
Fidelity® Treasury Money Market
Fund |
none |
none |
none |
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY |
over $100,000 |
over $100,000 |
over $100,000 |
|
|
|
|
|
|
Independent Trustees
DOLLAR RANGE OF
FUND SHARES |
Elizabeth S Acton |
Laura M Bishop |
Ann E Dunwoody |
John Engler |
Fidelity® Tax-Exempt Money Market
Fund |
none |
none |
none |
none |
Fidelity® Treasury Money Market
Fund |
none |
$10,001-$50,000 |
none |
none |
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY |
over $100,000 |
$10,001-$50,000 |
over $100,000 |
over $100,000 |
|
|
|
|
|
DOLLAR RANGE OF
FUND SHARES |
Robert F Gartland |
Robert W Helm |
Arthur E Johnson |
Michael E Kenneally |
Fidelity® Tax-Exempt Money Market
Fund |
none |
none |
none |
none |
Fidelity® Treasury Money Market
Fund |
none |
none |
none |
none |
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY |
over $100,000 |
over $100,000 |
over $100,000 |
over $100,000 |
|
|
|
|
|
DOLLAR RANGE OF
FUND SHARES |
Mark A Murray |
Carol J Zierhoffer |
|
|
Fidelity® Tax-Exempt Money Market
Fund |
none |
none |
|
|
Fidelity® Treasury Money Market
Fund |
none |
none |
|
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY |
over $100,000 |
none |
|
|
|
|
|
|
|
The
following table sets forth information describing the compensation of each
Trustee and Member of the Advisory Board (if any) for his or her services for
the fiscal year ended October 31, 2023, or calendar year ended December 31,
2022, as applicable.
Compensation Table(A)
AGGREGATE
COMPENSATION
FROM A FUND |
|
Elizabeth S Acton
|
|
Laura M Bishop(B) |
|
Ann E Dunwoody
|
|
John Engler
|
Fidelity® Tax-Exempt Money Market
Fund |
$ |
818 |
$ |
728 |
$ |
726 |
$ |
726 |
Fidelity® Treasury Money Market
Fund(C) |
$ |
11,200 |
$ |
9,967 |
$ |
9,937 |
$ |
9,939 |
TOTAL COMPENSATION
FROM THE FUND COMPLEX(D) |
$ |
563,000 |
$ |
184,000 |
$ |
502,500 |
$ |
496,000 |
|
|
|
|
|
|
|
|
|
AGGREGATE
COMPENSATION
FROM A FUND |
|
Robert F Gartland
|
|
Robert W Helm(E) |
|
Arthur E Johnson
|
|
Michael E Kenneally
|
Fidelity® Tax-Exempt Money Market
Fund |
$ |
816 |
$ |
747 |
$ |
696 |
$ |
885 |
Fidelity® Treasury Money Market
Fund(C) |
$ |
11,171 |
$ |
10,235 |
$ |
9,532 |
$ |
12,117 |
TOTAL COMPENSATION
FROM THE FUND COMPLEX(D) |
$ |
565,000 |
$ |
502,500 |
$ |
492,500 |
$ |
612,500 |
|
|
|
|
|
|
|
|
|
AGGREGATE
COMPENSATION
FROM A FUND |
|
Mark A Murray
|
|
Carol J Zierhoffer(F) |
|
|
|
|
Fidelity® Tax-Exempt Money Market
Fund |
$ |
724 |
$ |
477 |
|
|
|
|
Fidelity® Treasury Money Market
Fund(C) |
$ |
9,922 |
$ |
6,826 |
|
|
|
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX(D) |
$ |
497,500 |
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) Abigail P.
Johnson, Jennifer Toolin McAuliffe, and Christine J. Thompson are
interested persons and are compensated by Fidelity.
|
|
(B) Ms. Bishop
served as a Member of the Advisory Board of Fidelity Newbury Street Trust
from September 1, 2022 through October 17, 2023. Ms. Bishop serves as a
Trustee of Fidelity Newbury Street Trust effective October 18, 2023.
|
|
(C) Compensation
figures include cash and may include amounts elected to be deferred.
Certain individuals' aggregate compensation from the fund includes accrued
voluntary deferred compensation as follows: Elizabeth S. Acton, $4,518;
Laura M. Bishop, $9,087; Ann E. Dunwoody, $9,087; John Engler, $9,087;
Robert F. Gartland, $5,415; Robert W. Helm, $9,087; Mark A. Murray,
$9,087; and Carol J. Zierhoffer, $1,894.
|
|
(D) Reflects
compensation received for the calendar year ended December 31, 2022 for
295 funds of 31 trusts (including Fidelity Central Investment Portfolios
II LLC). Compensation figures include cash and may include amounts elected
to be deferred. Certain individuals elected voluntarily to defer a portion
of their compensation as follows: Elizabeth S. Acton, $120,000; Laura M.
Bishop, $73,674; Ann E. Dunwoody, $274,597; John Engler, $274,597; Robert
F. Gartland, $180,000; Robert W. Helm, $274,597; and Mark A. Murray,
$274,597.
|
|
(E) Mr. Helm
served as a Member of the Advisory Board of Fidelity Newbury Street Trust
from June 1, 2021 through October 17, 2023. Mr. Helm serves as a Trustee
of Fidelity Newbury Street Trust effective October 18, 2023.
|
|
(F) Ms. Zierhoffer
served as a Member of the Advisory Board of Fidelity Newbury Street Trust
from March 1, 2023 through October 17, 2023. Ms. Zierhoffer serves as a
Trustee of Fidelity Newbury Street Trust effective October 18, 2023.
|
|
As
of October 31, 2023, the Trustees, Members of the Advisory Board (if any), and
officers of each fund owned, in the aggregate, less than 1% of each class's
total outstanding shares, with respect to each fund.
As
of October 31, 2023, the following owned of record and/or beneficially 5% or
more of the outstanding shares:
Fund
or Class Name |
Owner
Name |
City |
State |
Ownership
% |
Fidelity® Tax-Exempt Money Market Fund -
Capital Reserves Class |
OLENDER |
WASHINGTON |
DC |
46.46% |
Fidelity® Tax-Exempt Money Market Fund -
Capital Reserves Class |
CORNET |
MARINA DL REY |
CA |
6.06% |
Fidelity® Tax-Exempt Money Market Fund -
Capital Reserves Class |
PERSHING LLC |
JERSEY CITY |
NJ |
5.61% |
Fidelity® Tax-Exempt Money Market Fund -
Daily Money Class |
AMERIPRISE FINANCIAL SERVICES INC |
MINNEAPOLIS |
MN |
18.14% |
Fidelity® Tax-Exempt Money Market Fund -
Daily Money Class |
EQUITABLE ADVISORS LLC |
ADDISON |
TX |
13.04% |
Fidelity® Tax-Exempt Money Market Fund -
Daily Money Class |
RORER |
BRYN MAWR |
PA |
6.42% |
Fidelity® Treasury Money Market Fund - Daily
Money Class |
PERSHING LLC |
JERSEY CITY |
NJ |
6.77% |
Fidelity® Treasury Money Market Fund -
Capital Reserves Class |
SIGNATURE BANK |
NEW YORK |
NY |
7.47% |
CONTROL OF INVESTMENT
ADVISERS
FMR
LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR,
FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong
Kong) Limited, and Fidelity Management & Research (Japan) Limited. The
voting common shares of FMR LLC are divided into two series. Series B is held
predominantly by members of the Johnson family, including Abigail P. Johnson,
directly or through trusts, and is entitled to 49% of the vote on any matter
acted upon by the voting common shares. Series A is held predominantly by
non-Johnson family member employees of FMR LLC and its affiliates and is
entitled to 51% of the vote on any such matter. The Johnson family group and all
other Series B shareholders have entered into a shareholders' voting agreement
under which all Series B shares will be voted in accordance with the majority
vote of Series B shares. Under the 1940 Act, control of a company is presumed
where one individual or group of individuals owns more than 25% of the voting
securities of that company. Therefore, through their ownership of voting common
shares and the execution of the shareholders' voting agreement, members of the
Johnson family may be deemed, under the 1940 Act, to form a controlling group
with respect to FMR LLC.
At
present, the primary business activities of FMR LLC and its subsidiaries are:
(i) the provision of investment advisory, management, shareholder, investment
information and assistance and certain fiduciary services for individual and
institutional investors; (ii) the provision of securities brokerage services;
(iii) the management and development of real estate; and (iv) the investment in
and operation of a number of emerging businesses.
FMR,
FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong
Kong) Limited, Fidelity Management & Research (Japan) Limited, Fidelity
Distributors Company LLC (FDC), and the funds have adopted a code of ethics
under Rule 17j-1 of the 1940 Act that sets forth employees' fiduciary
responsibilities regarding the funds, establishes procedures for personal
investing, and restricts certain transactions. Employees subject to the code of
ethics, including Fidelity investment personnel, may invest in securities for
their own investment accounts, including securities that may be purchased or
held by the funds.
Each
fund has entered into a management contract with FMR, pursuant to which FMR
furnishes investment advisory and other services.
Management
Services. Under the terms of its management contract with each fund, FMR acts as
investment adviser and, subject to the supervision of the Board of Trustees, has
overall responsibility for directing the investments of the fund in accordance
with its investment objective, policies and limitations. FMR also provides each
fund with all necessary office facilities and personnel for servicing the fund's
investments, compensates all officers of each fund and all Trustees who are
interested persons of the trust or of FMR, and compensates all personnel of each
fund or FMR performing services relating to research, statistical and investment
activities.
In
addition, FMR or its affiliates, subject to the supervision of the Board of
Trustees, provide the management and administrative services necessary for the
operation of each fund. These services include providing facilities for
maintaining each fund's organization; supervising relations with custodians,
transfer and pricing agents, accountants, underwriters and other persons dealing
with each fund; preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the registration of
each fund's shares under federal securities laws and making necessary filings
under state securities laws; developing management and shareholder services for
each fund; and furnishing reports, evaluations and analyses on a variety of
subjects to the Trustees.
Management-Related
Expenses. In addition to the management fee payable to FMR and the fees payable
to the transfer agent and pricing and bookkeeping agent, a fund or each class
thereof, as applicable, pays all of its expenses that are not assumed by those
parties. A fund pays for the typesetting, printing, and mailing of its proxy
materials to shareholders, legal expenses, and the fees of the custodian,
auditor, and Independent Trustees. A fund's management contract further provides
that the fund will pay for typesetting, printing, and mailing prospectuses,
statements of additional information, notices, and reports to shareholders.
Other expenses paid by a fund include interest, taxes, brokerage commissions,
fees and expenses associated with the fund's securities lending program, if
applicable, the fund's proportionate share of insurance premiums and Investment
Company Institute dues, and the costs of registering shares under federal
securities laws and making necessary filings under state securities laws. A fund
is also liable for such non-recurring expenses as may arise, including costs of
any litigation to which the fund may be a party, and any obligation it may have
to indemnify its officers and Trustees with respect to litigation.
Management
Fees.
For
the services of FMR under each management contract, each fund pays FMR a monthly
management fee at the annual rate of 0.25% of the fund's average net assets
throughout the month.
The
following table shows the amount of management fees paid by a fund for the
fiscal year(s) ended October 31, 2023, 2022, and 2021 to its current manager and
prior affiliated manager(s), if any.
Fund(s) |
Fiscal
Years
Ended |
|
Management
Fees
Paid to
Investment Adviser |
Fidelity®
Tax-Exempt Money Market Fund |
2023 |
$ |
7,088,019 |
|
2022 |
$ |
6,477,206 |
|
2021 |
$ |
6,897,861 |
Fidelity®
Treasury Money Market Fund |
2023 |
$ |
98,615,204 |
|
2022 |
$ |
87,859,913 |
|
2021 |
$ |
80,779,803 |
FMR
may, from time to time, voluntarily reimburse all or a portion of a fund's or,
in the case of a multiple class fund, a class's operating expenses. FMR retains
the ability to be repaid for these expense reimbursements in the amount that
expenses fall below the limit prior to the end of the fiscal year.
Expense
reimbursements will increase returns and yield, and repayment of the
reimbursement will decrease returns and yield.
Sub-Advisers
- FMR Investment Management (UK) Limited, Fidelity Management &
Research (Hong Kong) Limited, and Fidelity Management & Research (Japan)
Limited.
On
behalf of each fund, FMR has entered into sub-advisory agreements with
Fidelity Management & Research (Hong Kong) Limited (FMR H.K.) and Fidelity
Management & Research (Japan) Limited (FMR Japan).
On
behalf of each fund, FMR has entered into a sub-advisory agreement with FMR
UK.
Pursuant
to the sub-advisory agreements, FMR may receive from the
sub-advisers investment research and advice on issuers outside the United
States (non-discretionary services) and FMR may grant the sub-advisers
investment management authority and the authority to buy and sell securities if
FMR believes it would be beneficial to the fund (discretionary
services).
FMR,
and not the fund, pays the sub-advisers.
Fidelity®
Funds' Proxy Voting Guidelines
I.
Introduction
These
guidelines are intended to help Fidelity's customers and the companies in
which Fidelity invests understand how Fidelity votes proxies to further
the values that have sustained Fidelity for over 75 years. Our core
principles sit at the heart of our voting philosophy; putting our
customers' and fund shareholders' long-term interests first and investing
in companies that share our approach to creating value over the long-term
guides everything we do. Fidelity generally adheres to these guidelines in
voting proxies and our Stewardship Principles serve as the foundation for
these guidelines. Our evaluation of proxies reflects information from many
sources, including management or shareholders of a company presenting a
proposal and proxy voting advisory firms. Fidelity maintains the
flexibility to vote individual proxies based on our assessment of each
situation.
In
evaluating proxies, Fidelity considers factors that are financially
material to individual companies and investing funds' investment
objectives and strategies in support of maximizing long-term shareholder
value. This includes considering the company's approach to financial and
operational, human, and natural capital and the impact of that approach on
the potential future value of the business.
Fidelity
will vote on proposals not specifically addressed by these guidelines
based on an evaluation of a proposal's likelihood to enhance the long-term
economic returns or profitability of the company or to maximize long-term
shareholder value. Fidelity will not be influenced by business
relationships or outside perspectives that may conflict with the interests
of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors
of public companies play a critical role in ensuring that a company and
its management team serve the interests of its shareholders. Fidelity
believes that through proxy voting, it can help ensure accountability of
management teams and boards of directors, align management and shareholder
interests, and monitor and assess the degree of transparency and
disclosure with respect to executive compensation and board actions
affecting shareholders' rights. The following general guidelines are
intended to reflect these proxy voting principles.
A.
Election of Directors
Fidelity
will generally support director nominees in elections where all directors
are unopposed (uncontested elections), except where board composition
raises concerns, and/or where a director clearly appears to have failed to
exercise reasonable judgment or otherwise failed to sufficiently protect
the interests of shareholders.
Fidelity
will evaluate board composition and generally will oppose the election of
certain or all directors if, by way of example:
1.
Inside or affiliated directors serve on boards that are not composed of a
majority of independent directors.
2.
There are no women on the board or if a board of ten or more members has
fewer than two women directors.
3.
There are no racially or ethnically diverse directors.
4.
The director is a public company CEO who sits on more than two
unaffiliated public company boards.
5.
The director, other than a CEO, sits on more than five unaffiliated public
company boards.
Fidelity
will evaluate board actions and generally will oppose the election of
certain or all directors if, by way of example:
1.
The director attended fewer than 75% of the total number of meetings of
the board and its committees on which the director served during the
company's prior fiscal year, absent extenuating circumstances.
2.
The company made a commitment to modify a proposal or practice to conform
to these guidelines, and failed to act on that commitment.
3.
For reasons described below under the sections entitled Compensation and
Anti-Takeover Provisions and Director Elections.
B.
Contested Director Elections
On
occasion, directors are forced to compete for election against outside
director nominees (contested elections). Fidelity believes that strong
management creates long-term shareholder value. As a result, Fidelity
generally will vote in support of management of companies in which the
funds' assets are invested. Fidelity will vote its proxy on a case-by-case
basis in a contested election, taking into consideration a number of
factors, amongst others:
1.
Management's track record and strategic plan for enhancing shareholder
value;
2.
The long-term performance of the company compared to its industry peers;
and
3.
The qualifications of the shareholder's and management's nominees.
Fidelity
will vote for the outcome it believes has the best prospects for
maximizing shareholder value over the long-term.
C.
Cumulative Voting Rights
Under
cumulative voting, each shareholder may exercise the number of votes equal
to the number of shares owned multiplied by the number of directors up for
election. Shareholders may cast all of their votes for a single nominee
(or multiple nominees in varying amounts). With regular (non-cumulative)
voting, by contrast, shareholders cannot allocate more than one vote per
share to any one director nominee. Fidelity believes that cumulative
voting can be detrimental to the overall strength of a board. Generally,
therefore, Fidelity will oppose the introduction of, and support the
elimination of, cumulative voting rights.
D.
Classified Boards
A
classified board is one that elects only a percentage of its members each
year (usually one-third of directors are elected to serve a three-year
term). This means that at each annual meeting only a subset of directors
is up for re-election. Fidelity believes that, in general, classified
boards are not as accountable to shareholders as declassified boards. For
this and other reasons, Fidelity generally will oppose a board's adoption
of a classified board structure and support declassification of existing
boards.
E.
Independent Chairperson
In
general, Fidelity believes that boards should have a process and criteria
for selecting the board chair, and will oppose shareholder proposals
calling for, or recommending the appointment of, a non-executive or
independent chairperson. If, however, based on particular facts and
circumstances, Fidelity believes that appointment of a non-executive or
independent chairperson appears likely to further the interests of
shareholders and promote effective oversight of management by the board of
directors, Fidelity will consider voting to support a proposal for an
independent chairperson under such circumstances.
F.
Majority Voting in Director Elections
In
general, Fidelity supports proposals calling for directors to be elected
by a majority of votes cast if the proposal permits election by a
plurality in the case of contested elections (where, for example, there
are more nominees than board seats). Fidelity may oppose a majority voting
shareholder proposal where a company's board has adopted a policy
requiring the resignation of an incumbent director who fails to receive
the support of a majority of the votes cast in an uncontested election.
G.
Proxy Access
Proxy
access proposals generally require a company to amend its by-laws to allow
a qualifying shareholder or group of shareholders to nominate directors on
a company's proxy ballot. Fidelity believes that certain safeguards as to
ownership threshold and duration of ownership are important to assure that
proxy access is not misused by those without a significant economic
interest in the company or those driven by short term goals. Fidelity will
evaluate proxy access proposals on a case-by-case basis, but generally
will support proposals that include ownership of at least 3% (5% in the
case of small-cap companies) of the company's shares outstanding for at
least three years; limit the number of directors that eligible
shareholders may nominate to 20% of the board; and limit to 20 the number
of shareholders that may form a nominating group.
H.
Indemnification of Directors and Officers
In
many instances there are sound reasons to indemnify officers and
directors, so that they may perform their duties without the distraction
of unwarranted litigation or other legal process. Fidelity generally
supports charter and by-law amendments expanding the indemnification of
officers or directors, or limiting their liability for breaches of care
unless Fidelity is dissatisfied with their performance or the proposal is
accompanied by anti-takeover provisions (see Anti-Takeover Provisions and
Shareholders Rights Plans below).
III.
Compensation
Incentive
compensation plans can be complicated and many factors are considered when
evaluating such plans. Fidelity evaluates such plans based on protecting
shareholder interests and our historical knowledge of the company and its
management.
A.
Equity Compensation Plans
Fidelity
encourages the use of reasonably designed equity compensation plans that
align the interest of management with those of shareholders by providing
officers and employees with incentives to increase long-term shareholder
value. Fidelity considers whether such plans are too dilutive to existing
shareholders because dilution reduces the voting power or economic
interest of existing shareholders as a result of an increase in shares
available for distribution to employees in lieu of cash compensation.
Fidelity will generally oppose equity compensation plans or amendments to
authorize additional shares under such plans if:
1.
The company grants stock options and equity awards in a given year at a
rate higher than a benchmark rate ("burn rate") considered appropriate by
Fidelity and there were no circumstances specific to the company or the
compensation plans that leads Fidelity to conclude that the rate of awards
is otherwise acceptable.
2.
The plan includes an evergreen provision, which is a feature that provides
for an automatic increase in the shares available for grant under an
equity compensation plan on a regular basis.
3.
The plan provides for the acceleration of vesting of equity compensation
even though an actual change in control may not occur.
As
to stock option plans, considerations include the following:
1.
Pricing: We believe that options should be priced at 100% of fair market
value on the date they are granted. We generally oppose options priced at
a discount to the market, although the price may be as low as 85% of fair
market value if the discount is expressly granted in lieu of salary or
cash bonus.
2.
Re-pricing: An "out-of-the-money" (or underwater) option has an exercise
price that is higher than the current price of the stock. We generally
oppose the re-pricing of underwater options because it is not consistent
with a policy of offering options as a form of long-term compensation.
Fidelity also generally opposes a stock option plan if the board or
compensation committee has re-priced options outstanding in the past two
years without shareholder approval.
Fidelity
generally will support a management proposal to exchange, re-price or
tender for cash, outstanding options if the proposed exchange, re-pricing,
or tender offer is consistent with the interests of shareholders, taking
into account a variety of factors such as:
1.
Whether the proposal excludes senior management and directors;
2.
Whether the exchange or re-pricing proposal is value neutral to
shareholders based upon an acceptable pricing model;
3.
The company's relative performance compared to other companies within the
relevant industry or industries;
4.
Economic and other conditions affecting the relevant industry or
industries in which the company competes; and
5.
Any other facts or circumstances relevant to determining whether an
exchange or re-pricing proposal is consistent with the interests of
shareholders.
B.
Employee Stock Purchase Plans
These
plans are designed to allow employees to purchase company stock at a
discounted price and receive favorable tax treatment when the stock is
sold. Fidelity generally will support employee stock purchase plans if the
minimum stock purchase price is equal to or greater than 85% (or at least
75% in the case of non-U.S. companies where a lower minimum stock purchase
price is equal to the prevailing "best practices" in that market) of the
stock's fair market value and the plan constitutes a reasonable effort to
encourage broad based participation in the company's stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say
on Pay Vote
Current
law requires companies to allow shareholders to cast non-binding votes on
the compensation for named executive officers, as well as the frequency of
such votes. Fidelity generally will support proposals to ratify executive
compensation unless the compensation appears misaligned with shareholder
interests or is otherwise problematic, taking into account:
-
The actions taken by the board or compensation committee in the previous
year, including whether the company re-priced or exchanged outstanding
stock options without shareholder approval; adopted or extended a golden
parachute without shareholder approval; or adequately addressed concerns
communicated by Fidelity in the process of discussing executive
compensation;
-
The alignment of executive compensation and company performance relative
to peers; and
-
The structure of the compensation program, including factors such as
whether incentive plan metrics are appropriate, rigorous and transparent;
whether the long-term element of the compensation program is evaluated
over at least a three-year period; the sensitivity of pay to below median
performance; the amount and nature of non-performance-based compensation;
the justification and rationale behind paying discretionary bonuses; the
use of stock ownership guidelines and amount of executive stock ownership;
and how well elements of compensation are disclosed.
When
presented with a frequency of Say on Pay vote, Fidelity generally will
support holding an annual advisory vote on Say on Pay.
A.
Compensation Committee
Directors
serving on the compensation committee of the Board have a special
responsibility to ensure that management is appropriately compensated and
that compensation, among other things, fairly reflects the performance of
the company. Fidelity believes that compensation should align with company
performance as measured by key business metrics. Compensation policies
should align the interests of executives with those of shareholders.
Further, the compensation program should be disclosed in a transparent and
timely manner.
Fidelity
will oppose the election of directors on the compensation committee if:
1.The
compensation appears misaligned with shareholder interests or is otherwise
problematic and results in concerns with:
a)The
alignment of executive compensation and company performance relative to
peers; and
b)The
structure of the compensation program, including factors outlined above
under the section entitled Advisory Vote on Executive Compensation (Say on
Pay) and Frequency of Say on Pay Vote.
2.
The company has not adequately addressed concerns communicated by Fidelity
in the process of discussing executive compensation.
3.
Within the last year, and without shareholder approval, a company's board
of directors or compensation committee has either:
a)
Re-priced outstanding options, exchanged outstanding options for equity,
or tendered cash for outstanding options; or
b)
Adopted or extended a golden parachute.
B.
Executive Severance Agreements
Executive
severance compensation and benefit arrangements resulting from a
termination following a change in control are known as "golden
parachutes." Fidelity generally will oppose proposals to ratify golden
parachutes where the arrangement includes an excise tax gross-up
provision; single trigger for cash incentives; or may result in a lump sum
payment of cash and acceleration of equity that may total more than three
times annual compensation (salary and bonus) in the event of a termination
following a change in control.
V.
Environmental and Social Issues
Grounded
in our Stewardship Principles, these guidelines outline our views on
corporate governance. As part of our efforts to maximize long-term
shareholder value, we incorporate consideration of human and natural
capital issues into our evaluation of a company, particularly if we
believe an issue is material to that company and the investing fund's
investment objective and strategies.
Fidelity
generally considers management's recommendation and current practice when
voting on shareholder proposals concerning human and natural capital
issues because it generally believes that management and the board are in
the best position to determine how to address these matters. Fidelity,
however, also believes that transparency is critical to sound corporate
governance. Fidelity evaluates shareholder proposals concerning natural
and human capital topics. To engage and vote more effectively on the
growing number of submitted proposals on these topics, we developed a
four-point decision-making framework. In general, Fidelity will more
likely support proposals that:
•Address
a topic that our research has identified as financially material;
•Provide
disclosure of new or additional information to investors, improving
transparency;
•Provide
value to the business or investors by improving the landscape of
investment-decision relevant information or contributing to our
understanding of a company's processes and governance of the topic in
question; and
•Are
realistic or practical for the company to comply with.
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity
generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover
provisions include:
-
classified boards;
-
"blank check" preferred stock (whose terms and conditions may be expressly
determined by the company's board, for example, with differential voting
rights);
-
golden parachutes;
-
supermajority provisions (that require a large majority (generally between
67-90%) of shareholders to approve corporate changes as compared to a
majority provision that simply requires more than 50% of shareholders to
approve those changes);
-
poison pills;
-
restricting the right to call special meetings;
-
provisions restricting the right of shareholders to set board size; and
-
any other provision that eliminates or limits shareholder rights.
A.
Shareholders Rights Plans ("poison pills")
Poison
pills allow shareholders opposed to a takeover offer to purchase stock at
discounted prices under certain circumstances and effectively give boards
veto power over any takeover offer. While there are advantages and
disadvantages to poison pills, they can be detrimental to the creation of
shareholder value and can help entrench management by deterring
acquisition offers not favored by the board, but that may, in fact, be
beneficial to shareholders.
Fidelity
generally will support a proposal to adopt or extend a poison pill if the
proposal:
1.
Includes a condition in the charter or plan that specifies an expiration
date (sunset provision) of no greater than five years;
2.
Is integral to a business strategy that is expected to result in greater
value for the shareholders;
3.
Requires shareholder approval to be reinstated upon expiration or if
amended;
4.
Contains a mechanism to allow shareholders to consider a bona fide
takeover offer for all outstanding shares without triggering the poison
pill; and
5.
Allows the Fidelity funds to hold an aggregate position of up to 20% of a
company's total voting securities, where permissible.
Fidelity
generally also will support a proposal that is crafted only for the
purpose of protecting a specific tax benefit if it also believes the
proposal is likely to enhance long-term economic returns or maximize
long-term shareholder value.
B.
Shareholder Ability to Call a Special Meeting
Fidelity
generally will support shareholder proposals regarding shareholders' right
to call special meetings if the threshold required to call the special
meeting is no less than 25% of the outstanding stock.
C.
Shareholder Ability to Act by Written Consent
Fidelity
generally will support proposals regarding shareholders' right to act by
written consent if the proposals include appropriate mechanisms for
implementation. This means that proposals must include record date
requests from at least 25% of the outstanding stockholders and consents
must be solicited from all shareholders.
D.
Supermajority Shareholder Vote Requirement
Fidelity
generally will support proposals regarding supermajority provisions if
Fidelity believes that the provisions protect minority shareholder
interests in companies where there is a substantial or dominant
shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity
will oppose the election of all directors or directors on responsible
committees if the board adopted or extended an anti-takeover provision
without shareholder approval.
Fidelity
will consider supporting the election of directors with respect to poison
pills if:
-
All of the poison pill's features outlined under the Anti-Takeover
Provisions and Shareholders Rights section above are met when a poison
pill is adopted or extended.
-
A board is willing to consider seeking shareholder ratification of, or
adding the features outlined under the Anti-Takeover Provisions and
Shareholders Rights Plans section above to, an existing poison pill. If,
however, the company does not take appropriate action prior to the next
annual shareholder meeting, Fidelity will oppose the election of all
directors at that meeting.
-
It determines that the poison pill was narrowly tailored to protect a
specific tax benefit, and subject to an evaluation of its likelihood to
enhance long-term economic returns or maximize long-term shareholder
value.
VIII.
Capital Structure and Incorporation
These
guidelines are designed to protect shareholders' value in the companies in
which the Fidelity funds invest. To the extent a company's management is
committed and incentivized to maximize shareholder value, Fidelity
generally votes in favor of management proposals; Fidelity may vote
contrary to management where a proposal is overly dilutive to shareholders
and/or compromises shareholder value or other interests. The guidelines
that follow are meant to protect shareholders in these respects.
A.
Increases in Common Stock
Fidelity
may support reasonable increases in authorized shares for a specific
purpose (a stock split or re-capitalization, for example). Fidelity
generally will oppose a provision to increase a company's authorized
common stock if such increase will result in a total number of authorized
shares greater than three times the current number of outstanding and
scheduled to be issued shares, including stock options.
In
the case of real estate investment trusts (REITs), however, Fidelity will
oppose a provision to increase the REIT's authorized common stock if the
increase will result in a total number of authorized shares greater than
five times the current number of outstanding and scheduled to be issued
shares.
B.
Multi-Class Share Structures
Fidelity
generally will support proposals to recapitalize multi-class share
structures into structures that provide equal voting rights for all
shareholders, and generally will oppose proposals to introduce or increase
classes of stock with differential voting rights. However, Fidelity will
evaluate all such proposals in the context of their likelihood to enhance
long-term economic returns or maximize long-term shareholder value.
C.
Incorporation or Reincorporation in another State or Country
Fidelity
generally will support management proposals calling for, or recommending
that, a company reincorporate in another state or country if, on balance,
the economic and corporate governance factors in the proposed jurisdiction
appear reasonably likely to be better aligned with shareholder interests,
taking into account the corporate laws of the current and proposed
jurisdictions and any changes to the company's current and proposed
governing documents. Fidelity will consider supporting these shareholder
proposals in limited cases if, based upon particular facts and
circumstances, remaining incorporated in the current jurisdiction appears
misaligned with shareholder interests.
IX.
Shares of Fidelity Funds or other non-Fidelity Funds
When
a Fidelity fund invests in an underlying Fidelity fund with public
shareholders or a non-Fidelity investment company or business development
company, Fidelity will generally vote in the same proportion as all other
voting shareholders of the underlying fund (this is known as "echo
voting"). Fidelity may not vote if "echo voting" is not operationally
practical or not permitted under applicable laws and regulations. For
Fidelity fund investments in a Fidelity Series Fund, Fidelity generally
will vote in a manner consistent with the recommendation of the Fidelity
Series Fund's Board of Trustees on all proposals, except where not
permitted under applicable laws and regulations.
X.
Foreign Markets
Many
Fidelity funds invest in voting securities issued by companies that are
domiciled outside the United States and are not listed on a U.S.
securities exchange. Corporate governance standards, legal or regulatory
requirements and disclosure practices in foreign countries can differ from
those in the United States. When voting proxies relating to non-U.S.
securities, Fidelity generally will evaluate proposals under these
guidelines and where applicable and feasible, take into consideration
differing laws, regulations and practices in the relevant foreign market
in determining how to vote shares.
In
certain non-U.S. jurisdictions, shareholders voting shares of a company
may be restricted from trading the shares for a period of time around the
shareholder meeting date. Because these trading restrictions can hinder
portfolio management and could result in a loss of liquidity for a fund,
Fidelity generally will not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require
voting shareholders to disclose current share ownership on a fund-by-fund
basis. When such disclosure requirements apply, Fidelity generally will
not vote proxies in order to safeguard fund holdings information.
XI.
Securities on Loan
Securities
on loan as of a record date cannot be voted. In certain circumstances,
Fidelity may recall a security on loan before record date (for example, in
a particular contested director election or a noteworthy merger or
acquisition). Generally, however, securities out on loan remain on loan
and are not voted because, for example, the income a fund derives from the
loan outweighs the benefit the fund receives from voting the security. In
addition, Fidelity may not be able to recall and vote loaned securities if
Fidelity is unaware of relevant information before record date, or is
otherwise unable to timely recall securities on loan.
XII.
Avoiding Conflicts of Interest
Voting
of shares is conducted in a manner consistent with the best interests of
the Fidelity funds. In other words, securities of a company generally will
be voted in a manner consistent with these guidelines and without regard
to any other Fidelity companies' business relationships.
Fidelity
takes its responsibility to vote shares in the best interests of the funds
seriously and has implemented policies and procedures to address actual
and potential conflicts of interest.
XIII.
Conclusion
Since
its founding more than 75 years ago, Fidelity has been driven by two
fundamental values: 1) putting the long-term interests of our customers
and fund shareholders first; and 2) investing in companies that share our
approach to creating value over the long-term. With these fundamental
principles as guideposts, the funds are managed to provide the greatest
possible return to shareholders consistent with governing laws and the
investment guidelines and objectives of each fund.
Fidelity
believes that there is a strong correlation between sound corporate
governance and enhancing shareholder value. Fidelity, through the
implementation of these guidelines, puts this belief into action through
consistent engagement with portfolio companies on matters contained in
these guidelines, and, ultimately, through the exercise of voting rights
by the funds.
Glossary
- Burn
rate means the total number of stock option and full value equity awards
granted as compensation in a given year divided by the weighted average
common stock outstanding for that same year.
-
For a large-capitalization company, burn rate higher than 1.5%.
-
For a small-capitalization company, burn rate higher than 2.5%.
-
For a micro-capitalization company, burn rate higher than 3.5%.
- Golden
parachute means employment contracts, agreements, or policies that
include an excise tax gross-up provision; single trigger for cash
incentives; or may result in a lump sum payment of cash and acceleration
of equity that may total more than three times annual compensation
(salary and bonus) in the event of a termination following a change in
control.
- Large-capitalization
company means a company included in the Russell 1000® Index or the
Russell Global ex-U.S. Large Cap Index.
- Micro-capitalization
company means a company with market capitalization under US $300
million.
- Poison
pill refers to a strategy employed by a potential takeover / target
company to make its stock less attractive to an acquirer. Poison pills
are generally designed to dilute the acquirer's ownership and value in
the event of a takeover.
- Small-capitalization
company means a company not included in the Russell 1000® Index or the
Russell Global ex-U.S. Large Cap Index that is not a
Micro-Capitalization Company.
|
To
view a fund's proxy voting record for the most recent 12-month period
ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults or
visit the SEC's web site at www.sec.gov. |
Each
fund has entered into a distribution agreement with Fidelity Distributors
Company LLC (FDC), an affiliate of FMR. The principal business address of FDC is
900 Salem Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer
registered under the Securities Exchange Act of 1934 and a member of the
Financial Industry Regulatory Authority, Inc.
A
fund's distribution agreement calls for FDC to use all reasonable efforts,
consistent with its other business, to secure purchasers for shares of the
funds, which are continuously offered.
Promotional
and administrative expenses in connection with the offer and sale of shares are
paid by FMR.
Sales
charge revenues collected and retained by FDC for the fiscal year(s) ended
October 31, 2023, 2022, and 2021 are shown in the following table.
|
|
CDSC Revenue |
Fund |
Fiscal Year Ended |
Amount
Paid
to
FDC |
Amount
Retained
By
FDC |
Fidelity® Treasury Money Market Fund - Class
C |
2023 |
$31,157 |
$31,157 |
|
2022 |
$33,130 |
$33,130 |
|
2021 |
$45,131 |
$45,131 |
Fidelity® Treasury Money Market Fund - Daily
Money Class |
2023 |
$10,367 |
$8,069 |
|
2022 |
$25,704 |
$25,704 |
|
2021 |
$5,909 |
$5,909 |
The
Trustees have approved Distribution and Service Plans on behalf of Capital
Reserves Class, Daily Money Class, and Class C of each fund (the Plans) pursuant
to Rule 12b-1 under the 1940 Act (the Rule).
The
Rule provides in substance that a fund may not engage directly or indirectly in
financing any activity that is primarily intended to result in the sale of
shares of the fund except pursuant to a plan approved on behalf of the fund
under the Rule.
The
Plans, as approved by the Trustees, allow shares of the funds and/or FMR to
incur certain expenses that might be considered to constitute direct or indirect
payment by the funds of distribution expenses.
The
Plan adopted for each fund or class, as applicable, is described in the
prospectus.
The
table below shows the distribution and/or service fees paid for the fiscal year
ended October 31, 2023.
Fund(s) |
|
Distribution
Fees
Paid to
FDC |
|
Distribution
Fees Paid by
FDC to
Intermediaries |
|
Distribution
Fees
Retained by
FDC(A) |
|
Service
Fees
Paid to
FDC |
|
Service Fees
Paid by
FDC to
Intermediaries |
|
Service
Fees
Retained by
FDC(A) |
Fidelity® Tax-Exempt Money Market Fund -
Capital Reserves Class |
$ |
100,848 |
$ |
9,626 |
$ |
91,222 |
$ |
100,848 |
$ |
9,627 |
$ |
91,221 |
Fidelity® Tax-Exempt Money Market Fund -
Daily Money Class |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
112,307 |
$ |
40,910 |
$ |
71,397 |
Fidelity® Treasury Money Market Fund - Class
C |
$ |
777,740 |
$ |
601,450 |
$ |
176,290 |
$ |
259,247 |
$ |
200,484 |
$ |
58,763 |
Fidelity® Treasury Money Market Fund -
Capital Reserves Class |
$ |
4,464,570 |
$ |
4,173,405 |
$ |
291,165 |
$ |
4,464,570 |
$ |
4,173,404 |
$ |
291,166 |
Fidelity® Treasury Money Market Fund - Daily
Money Class |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
5,828,766 |
$ |
5,258,792 |
$ |
569,974 |
(A)Amounts retained by FDC represent fees
paid to FDC but not yet reallowed to intermediaries as of the close of the
period reported and fees paid to FDC that are not eligible to be reallowed
to intermediaries. Amounts not eligible for reallowance are retained by
FDC for use in its capacity as distributor.
|
Under
each Capital Reserves Class, Daily Money Class, and Class C Plan, if the payment
of management fees by the fund to Fidelity Management & Research Company LLC
is deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by each Plan.
Each
Capital Reserves Class, Daily Money Class, and Class C Plan specifically
recognizes that FMR may use its management fee revenue, as well as its past
profits or its other resources, to pay FDC for expenses incurred in connection
with providing services intended to result in the sale of Capital Reserves
Class, Daily Money Class, and Class C shares and/or shareholder support
services, including payments of significant amounts made to intermediaries that
provide those services. Currently, the Board of Trustees has authorized such
payments for Capital Reserves Class, Daily Money Class, and Class C
shares.
Prior
to approving each Plan, the Trustees carefully considered all pertinent factors
relating to the implementation of the Plan, and determined that there is a
reasonable likelihood that the Plan will benefit the fund or class, as
applicable, and its shareholders.
To
the extent that each Plan gives FMR and FDC greater flexibility in connection
with the distribution of shares, additional sales of shares or stabilization of
cash flows may result.
Furthermore,
certain shareholder support services may be provided more effectively under the
Plans by local entities with whom shareholders have other relationships.
Each
Capital Reserves Class, Daily Money Class, and Class C Plan does not provide for
specific payments by Capital Reserves Class, Daily Money Class, and Class C of
any of the expenses of FDC, or obligate FDC or FMR to perform any specific type
or level of distribution activities or incur any specific level of expense in
connection with distribution activities.
In
addition to the distribution and/or service fees paid by FDC to intermediaries,
shown in the table above, FDC or an affiliate may compensate intermediaries that
distribute and/or service the funds. A number of factors are considered in
determining whether to pay these additional amounts. Such factors may include,
without limitation, the level or type of services provided by the intermediary,
the level or expected level of assets or sales of shares, the placing of the
funds on a preferred or recommended fund list, access to an intermediary's
personnel, and other factors. The total amount paid to all intermediaries in the
aggregate currently will not exceed (i) 0.10% of the total assets of the Capital
Reserves and Daily Money classes on an annual basis, or (ii) 0.05% of the total
assets of the Advisor funds and the Advisor classes of shares (including Advisor
C) on an annual basis.
In
addition to such payments, FDC or an affiliate may offer other incentives such
as sponsorship of educational or client seminars relating to current products
and issues, assistance in training and educating the intermediaries' personnel,
payments or reimbursements for travel and related expenses associated with due
diligence trips that an intermediary may undertake in order to explore possible
business relationships with affiliates of FDC, and/or payments of costs and
expenses associated with attendance at seminars, including travel, lodging,
entertainment, and meals. FDC anticipates that payments will be made to over a
hundred intermediaries, including some of the largest broker-dealers and other
financial firms, and certain of the payments described above may be significant
to an intermediary. As permitted by SEC and Financial Industry Regulatory
Authority rules and other applicable laws and regulations, FDC or an affiliate
may pay or allow other incentives or payments to intermediaries.
A
fund's transfer agent or an affiliate may also make payments and reimbursements
from its own resources to certain intermediaries (who may be affiliated with the
transfer agent) for performing recordkeeping and other services. Please see
"Transfer and Service Agent Agreements" in this SAI for more information.
FDC
or an affiliate may also make payments to banks, broker-dealers and other
service-providers (who may be affiliated with FDC) for distribution-related
activities and/or shareholder services. If you have purchased shares of a fund
through an investment professional, please speak with your investment
professional to learn more about any payments his or her firm may receive from
FMR, FDC, and/or their affiliates, as well as fees and/or commissions the
investment professional charges. You should also consult disclosures made by
your investment professional at the time of purchase.
Any
of the payments described in this section may represent a premium over payments
made by other fund families. Investment professionals may have an added
incentive to sell or recommend a fund or a share class over others offered by
competing fund families.
TRANSFER AND SERVICE AGENT
AGREEMENTS
Each
fund has entered into a transfer agent agreement with Fidelity Investments
Institutional Operations Company LLC (FIIOC), an affiliate of FMR, which is
located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of
each agreement, FIIOC (or an agent, including an affiliate) performs transfer
agency services.
For
providing transfer agency services, FIIOC receives an asset-based fee,
calculated and paid monthly on the basis of a class's average daily net assets,
with respect to each account in a fund.
FIIOC
may collect fees charged in connection with providing certain types of services
such as exchanges, closing out fund balances, maintaining fund positions with
low balances, checkwriting, wire transactions, and providing historical account
research, as applicable.
FIIOC
bears the expense of typesetting, printing, and mailing prospectuses, statements
of additional information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.
Fund
shares may be owned by intermediaries for the benefit of their customers. In
those instances, a fund may not maintain an account for shareholders, and some
or all of the recordkeeping services for these accounts may be performed by
intermediaries.
FIIOC
or an affiliate may make payments out of its own resources to intermediaries
(including affiliates of FIIOC) for recordkeeping services.
Retirement
plans may also hold fund shares in the name of the plan or its trustee, rather
than the plan participant. In situations where FIIOC or an affiliate does not
provide recordkeeping services, plan recordkeepers, who may have affiliated
financial intermediaries who sell shares of the funds, may, upon direction, be
paid for providing recordkeeping services to plan participants. Payments may
also be made, upon direction, for other plan expenses. FIIOC may also pay an
affiliate for providing services that otherwise would have been performed by
FIIOC.
Each
fund has entered into a service agent agreement with Fidelity Service Company,
Inc. (FSC), an affiliate of FMR (or an agent, including an affiliate). Under the
terms of the agreement, FSC calculates the NAV and dividends for shares and
maintains each fund's portfolio and general accounting records.
For
providing pricing and bookkeeping services, FSC receives a monthly fee based on
each fund's average daily net assets throughout the month.
The
annual rates for pricing and bookkeeping services for the funds are 0.0156% of
the first $500 million of average net assets, 0.0078% of average net assets
between $500 million and $10 billion, 0.0041% of average net assets between $10
billion and $25 billion, and 0.0019% of average net assets in excess of $25
billion.
Pricing
and bookkeeping fees paid by a fund to FSC for the fiscal year(s) ended October
31, 2023, 2022, and 2021 are shown in the following table.
Fund |
|
2023 |
|
2022 |
|
2021 |
Fidelity® Tax-Exempt Money Market
Fund |
$ |
260,143 |
$ |
241,096 |
$ |
254,213 |
Fidelity® Treasury Money Market
Fund |
$ |
1,708,390 |
$ |
1,626,907 |
$ |
1,572,927 |
Trust
Organization.
Fidelity®
Tax-Exempt Money Market Fund is a fund of Fidelity Newbury Street Trust, an
open-end management investment company created under an initial trust instrument
dated June 20, 1991.
Fidelity®
Treasury Money Market Fund is a fund of Fidelity Newbury Street Trust, an
open-end management investment company created under an initial trust instrument
dated June 20, 1991.
The
Trustees are permitted to create additional funds in the trust and to create
additional classes of a fund.
The
assets of the trust received for the issue or sale of shares of each fund and
all income, earnings, profits, and proceeds thereof, subject to the rights of
creditors, are allocated to such fund, and constitute the underlying assets of
such fund. The underlying assets of each fund in the trust shall be charged with
the liabilities and expenses attributable to such fund, except that liabilities
and expenses may be allocated to a particular class. Any general expenses of the
trust shall be allocated between or among any one or more of the funds or
classes.
Shareholder
Liability. The trust is a statutory trust organized under Delaware law. Delaware
law provides that, except to the extent otherwise provided in the Trust
Instrument, shareholders shall be entitled to the same limitations of personal
liability extended to stockholders of private corporations for profit organized
under the general corporation law of Delaware. The courts of some states,
however, may decline to apply Delaware law on this point. The Trust Instrument
contains an express disclaimer of shareholder liability for the debts,
liabilities, obligations, and expenses of the trust. The Trust Instrument
provides that the trust shall not have any claim against shareholders except for
the payment of the purchase price of shares and requires that each agreement,
obligation, or instrument entered into or executed by the trust or the Trustees
relating to the trust or to a fund shall include a provision limiting the
obligations created thereby to the trust or to one or more funds and its or
their assets. The Trust Instrument further provides that shareholders of a fund
shall not have a claim on or right to any assets belonging to any other
fund.
The
Trust Instrument provides for indemnification out of a fund's property of any
shareholder or former shareholder held personally liable for the obligations of
the fund solely by reason of his or her being or having been a shareholder and
not because of his or her acts or omissions or for some other reason. The Trust
Instrument also provides that a fund shall, upon request, assume the defense of
any claim made against any shareholder for any act or obligation of the fund and
satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances
in which Delaware law does not apply, no contractual limitation of liability was
in effect, and a fund is unable to meet its obligations. Fidelity Management
& Research Company LLC believes that, in view of the above, the risk of
personal liability to shareholders is extremely remote.
Claims
asserted against one class of shares may subject holders of another class of
shares to certain liabilities.
Voting
Rights. Each fund's capital consists of shares of beneficial interest.
Shareholders are entitled to one vote for each dollar of net asset value they
own. The voting rights of shareholders can be changed only by a shareholder
vote. Shares may be voted in the aggregate, by fund, and by class.
The
shares have no preemptive or, for Capital Reserves Class and Daily Money Class
shares, conversion rights. Shares are fully paid and nonassessable, except as
set forth under the heading "Shareholder Liability" above.
The
trust or a fund or a class may be terminated upon the sale of its assets to, or
merger with, another open-end management investment company, series, or class
thereof, or upon liquidation and distribution of its assets. The Trustees may
reorganize, terminate, merge, or sell all or a portion of the assets of a trust
or a fund or a class without prior shareholder approval. In the event of the
dissolution or liquidation of a trust, shareholders of each of its funds are
entitled to receive the underlying assets of such fund available for
distribution. In the event of the dissolution or liquidation of a fund or a
class, shareholders of that fund or that class are entitled to receive the
underlying assets of the fund or class available for distribution.
Custodian(s).
The
Bank of New York Mellon, 1 Wall Street, New York, New York, is custodian of the
assets of the funds.
The
custodian is responsible for the safekeeping of a fund's assets and the
appointment of any subcustodian banks and clearing agencies.
JPMorgan
Chase Bank, headquartered in New York, and State Street Bank and Trust Company,
headquartered in Massachusetts, also may serve as special purpose custodians of
certain assets of taxable funds in connection with repurchase agreement
transactions.
From
time to time, subject to approval by a fund's Treasurer, a Fidelity® fund may
enter into escrow arrangements with other banks if necessary to participate in
certain investment offerings.
FMR,
its officers and directors, its affiliated companies, Members of the Advisory
Board (if any), and Members of the Board of Trustees may, from time to time,
conduct transactions with various banks, including banks serving as custodians
for certain funds advised by FMR or an affiliate. Transactions that have
occurred to date include mortgages and personal and general business loans. In
the judgment of each fund's adviser, the terms and conditions of those
transactions were not influenced by existing or potential custodial or other
fund relationships.
Independent
Registered Public Accounting Firm.
PricewaterhouseCoopers
LLP, 101 Seaport Boulevard, Boston, Massachusetts, independent registered public
accounting firm, audits financial statements for each fund and provides other
audit, tax, and related services.
FUND HOLDINGS INFORMATION
Each
fund views holdings information as sensitive and limits its dissemination. The
Board authorized FMR to establish and administer guidelines for the
dissemination of fund holdings information, which may be amended at any time
without prior notice. FMR's Disclosure Policy Committee (comprising executive
officers of FMR) evaluates disclosure policy with the goal of serving a fund's
best interests by striking an appropriate balance between providing information
about a fund's portfolio and protecting a fund from potentially harmful
disclosure. The Board reviews the administration and modification of these
guidelines and receives reports from the funds' chief compliance officer
periodically.
Each
fund will provide a full list of holdings as of the last day of the previous
month on institutional.fidelity.com. This information will be provided monthly
by no later than the fifth business day of each month. The information will be
available on the web site for a period of not less than six months.
A
full list of holdings may be obtained from each fund more frequently, including
daily, upon request. A full list of each fund's holdings (as of the previous
business day) may also be obtained on a continuous basis by submitting a
standing request to the fund. A fund may also from time to time provide or make
available to third parties upon request specific fund level performance
attribution information and statistics, or holdings information with respect to
a specific security or company. Third parties may include fund shareholders or
prospective fund shareholders, members of the press, consultants, and ratings
and ranking organizations. FMR reserves the right to refuse to fulfill any
request for portfolio holdings information if it believes that providing such
information may adversely affect the fund or its shareholders. Nonexclusive
examples of performance attribution information and statistics may include (i)
the allocation of a fund's portfolio holdings and other investment positions
among various asset classes, sectors, industries, and countries, (ii) the
characteristics of the stock and bond components of a fund's portfolio holdings
and other investment positions, (iii) the attribution of fund returns by asset
class, sector, industry, and country and (iv) the volatility characteristics of
a fund.
FMR's
Disclosure Policy Committee may approve a request for fund level performance
attribution and statistics as long as (i) such disclosure does not enable the
receiving party to recreate the complete or partial portfolio holdings of any
Fidelity® fund prior to such fund's public disclosure of its portfolio holdings
and (ii) Fidelity has made a good faith determination that the requested
information is not material given the particular facts and circumstances.
Fidelity may deny any request for performance attribution information and other
statistical information about a fund made by any person, and may do so for any
reason or for no reason.
Disclosure
of non-public portfolio holdings information for a Fidelity® fund's portfolio
may only be provided pursuant to the guidelines below.
The
Use of Holdings In Connection With Fund Operations. Material non-public holdings
information may be provided as part of the activities associated with managing
Fidelity® funds to: entities which, by explicit agreement or by virtue of their
respective duties to the fund, are required to maintain the confidentiality of
the information disclosed; other parties if legally required; or persons FMR
believes will not misuse the disclosed information. These entities, parties, and
persons include, but are not limited to: a fund's trustees; a fund's manager,
its sub-advisers, if any, and their affiliates whose access persons are subject
to a code of ethics (including portfolio managers of affiliated funds of funds);
contractors who are subject to a confidentiality agreement; a fund's auditors; a
fund's custodians; proxy voting service providers; financial printers; pricing
service vendors; broker-dealers in connection with the purchase or sale of
securities or requests for price quotations or bids on one or more securities;
securities lending agents; counsel to a fund or its Independent Trustees;
regulatory authorities; stock exchanges and other listing organizations; parties
to litigation; third parties in connection with a bankruptcy proceeding relating
to a fund holding; and third parties who have submitted a standing request to a
money market fund for daily holdings information. Non-public holdings
information may also be provided to an issuer regarding the number or percentage
of its shares that are owned by a fund and in connection with redemptions in
kind.
Other
Uses Of Holdings Information. In addition, each fund may provide material
non-public holdings information to (i) third parties that calculate information
derived from holdings for use by FMR, a sub-adviser, or their affiliates, (ii)
ratings and rankings organizations, and (iii) an investment adviser, trustee, or
their agents to whom holdings are disclosed for due diligence purposes or in
anticipation of a merger involving a fund. Each individual request is reviewed
by the Disclosure Policy Committee which must find, in its sole discretion that,
based on the specific facts and circumstances, the disclosure appears unlikely
to be harmful to a fund. Entities receiving this information must have in place
control mechanisms to reasonably ensure or otherwise agree that, (a) the
holdings information will be kept confidential, (b) no employee shall use the
information to effect trading or for their personal benefit, and (c) the nature
and type of information that they, in turn, may disclose to third parties is
limited. FMR relies primarily on the existence of non-disclosure agreements
and/or control mechanisms when determining that disclosure is not likely to be
harmful to a fund.
At
this time, the entities receiving information described in the preceding
paragraph are: Factset Research Systems Inc. (full or partial fund holdings
daily, on the next business day); Standard & Poor's Ratings Services (full
holdings weekly (generally as of the previous Friday), generally 5 business days
thereafter); MSCI Inc. and certain affiliates (full or partial fund holdings
daily, on the next business day); and Bloomberg, L.P. (full holdings daily, on
the next business day).
FMR,
its affiliates, or the funds will not enter into any arrangements with third
parties from which they derive consideration for the disclosure of material
non-public holdings information. If, in the future, such an arrangement is
desired, prior Board approval would be sought and any such arrangements would be
disclosed in the funds' SAI.
There
can be no assurance that the funds' policies and procedures with respect to
disclosure of fund portfolio holdings will prevent the misuse of such
information by individuals and firms that receive such information.
Each
fund's financial statements and financial highlights for the fiscal year ended
October 31, 2023, and report of the independent registered public accounting
firm, are included in each fund's
annual report and are
incorporated herein by reference.
Total
annual operating expenses as shown in the prospectus fee table may differ from
the ratios of expenses to average net assets in the financial highlights because
total annual operating expenses as shown in the prospectus fee table include any
acquired fund fees and expenses, whereas the ratios of expenses in the financial
highlights do not, except to the extent any acquired fund fees and expenses
relate to an entity, such as a wholly-owned subsidiary, with which a fund's
financial statements are consolidated. Acquired funds include other investment
companies (such as Central funds or other underlying funds) in which a fund
has invested, if and to the extent it is permitted to do so.
Total
annual operating expenses in the prospectus fee table and the financial
highlights do not include any expenses associated with investments in certain
structured or synthetic products that may rely on the exception from the
definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the
1940 Act.
Fidelity,
the Fidelity Investments Logo and all other Fidelity trademarks or service marks
used herein are trademarks or service marks of FMR LLC. Any third-party marks
that are used herein are trademarks or service marks of their respective owners.
© 2023 FMR LLC. All rights reserved.