Common use of Management Services Clause in Contracts

Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain will perform (or arrange for the existence ------------------- performance by its affiliates) the management and records administrative services necessary for the operation of the Portfolio's wholly owned subsidiary Trust. A. Subject to the supervision of the Trustees, and unless otherwise provided herein the Adviser shall be responsible for the day to day business activities of the Trust and shall perform the following additional services: (1) The Adviser willall services appropriate thereto, at its expense, furnish including: (i) all necessary investment and management facilitiesproviding for members of its organization to serve without salaries as Trustees, including salaries officers, or agents of personnel required for it to execute its duties faithfully, and the Trust; (ii) administrative facilities, including bookkeeping, clerical personnel and equipment furnishing at its expense such office space as may be necessary for the efficient suitable conduct of the investment affairs Trust's business (other than pricing and bookkeeping) and all necessary light, heat, telephone service, office equipment stationery, and stenographic, clerical, mailing and messenger service in connection with such office; (iii) on behalf of the Portfolio (excluding determination Funds of net asset values the Trust, supervising relations with, and shareholder accounting services)monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (2iv) preparing all general shareholder communications, including shareholder reports; (v) conducting shareholder relations; (vi) maintaining the Adviser will maintain all accountsTrust's existence and its records; (vii) during such times as shares are publicly offered, books maintaining the registration and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property qualification of the Fund, Trust's shares under federal and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respectsstate law; and (4viii) investigating the Adviser will vote the Portfolio's investment securities development of management and shareholder services (and, if appropriate, assisting in the manner in which development and implementation of such services) designed to enhance the Adviser believes to be in the best interests value or convenience of the Portfolio, and shall review its proxy voting activities on a periodic basis with Funds of the Trustees. Trust as investment vehicles. B. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund Trust as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this ContractAgreement. Should the Trust have occasion to call upon the Adviser for services not herein contemplated or through the Adviser to arrange for the services of others, the Adviser will act for the Trust upon request to the best of its ability, the compensation for its services to be agreed upon with respect to each such occasion as it arises. C. The Adviser will not furnish the Trust the following services under this Agreement: (i) determinations of the Trust's net assets and the net asset value per share of its shares ("pricing"); (ii) maintenance of accounts, books and records as required by Section 31(a) of the 1940 Act and the rules thereunder ("bookkeeping"); and (iii) provision of custodian services, transfer agent services, dividend disbursement and reinvestment services, shareholder services, or shareholder recordkeeping services.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services: (1a) The Adviser will, at its expense, furnish (i) all necessary undertakes to act as investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct adviser of the investment affairs Fund and shall, subject to the supervision of the Portfolio Board of Trustees of the Trust (excluding determination of net asset values the “Board” or the “Trustees”), render investment advice and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records related services with respect to the Portfolio assets of the Fund in accordance with the investment objectives, policies and limitations of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the “Prospectus”) or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the “1940 Act”), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall provide the office space, personnel and equipment reasonably necessary for the operation of the Fund. The Adviser shall pay with respect to the Fund the salaries and fees of all (i) officers of the Trust; (ii) Trustees of the Trust who are “interested persons” of the Trust or of the Adviser (“Independent Trustees”); and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. (d) Without limiting the generality of the foregoing, the Adviser shall: (i) furnish the Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of the Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for the Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the “1934 Act”) for the Fund; (iv) maintain the books and records required to be maintained by the Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of the Fund’s assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; (vi) render to the Trustees such periodic and special reports with respect to the Fund’s investment activities as the Trustees may reasonably request; (vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the Trust’s registration statement with respect to the Fund, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. (e) The Adviser may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of the Fund and the placing and allocation of brokerage orders as are required of an investment adviser of a registered investment company pursuant to be maintained by the Trust under the 1940 Act and the rules thereunderAct. The Adviser agrees that shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the FundTrust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser’s normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of the Fund as described in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended (“1933 Act”), and the 1940 Act, and any amendments or supplements thereto (“Registration Statement”) or as more frequently requested by the Board. In addition, on each business day, the Adviser will be surrendered provide the custodian and accountant for the Fund with such information relating to all transactions concerning the Fund’s assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund promptly upon request. Fidelity Management and Research Company (hereinafter called assets by, among other things, using reasonable efforts to arrange for the "Administrator" or "FMR") shall be granted reasonable access to provision of prices from parties who are not affiliated persons of the records and documents Adviser for each asset for which the fund accountant cannot obtain prices in the Adviser's possession relating to ordinary course of business. (h) The Adviser on its own initiative will furnish the Portfolio; (3) the Adviser shall provide Board with such information as is necessary to enable the Administrator and its affiliates to prepare and update Adviser may believe appropriate for keeping the Fund's registration statement (and any supplement thereto) and Board informed of important developments affecting the Portfolio's financial statements. The Adviser understands that Trust, the Fund and the Administrator Adviser. The Adviser will notify the Trust of any change of control of the Adviser and its affiliates will rely on such information any changes in the preparation key personnel who are either the portfolio manager(s) of the Fund's registration statement and Fund or senior management of the Portfolio's financial statementsAdviser, and hereby covenants that any in each case prior to or promptly after such information approved change. In addition, whenever requested by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) Board, the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses report to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations on developments related to the Fund's Board of Trustees with respect to Trust, the Fund policies, and shall carry out such policies as are adopted by or the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this ContractAdviser.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain (a) You will regularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the existence investment objectives and records policies of the PortfolioFund. You will determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund's wholly owned subsidiary assets shall be held uninvested as cash, subject always to the provisions of the Registrant's Declaration of Trust and perform By- Laws and of the following additional services:1940 Act, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Trustees of the Registrant may from time to time establish. (1b) The Adviser Subject to the general supervision of the Trustees of the Registrant, you will provide certain administrative services to each Fund. You will, at its expenseto the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is serving thereunder as the Registrant's transfer agent), furnish (i) provide supervision of all necessary investment and management facilities, including salaries aspects of personnel required for it each Fund's operations not referred to execute its duties faithfully, and in paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative facilities, including bookkeeping, and clerical personnel and equipment services as are reasonably necessary for the efficient conduct to provide effective administration of the investment affairs Fund; (iii) arrange for, at the Registrant's expense, (a) the preparation for each Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the periodic updating of the Portfolio (excluding determination Fund's prospectuses and statements of net asset values additional information and shareholder accounting services)the preparation of reports filed with the Securities and Exchange Commission and other regulatory authorities; (2iv) maintain all of the Adviser Funds' records and (v) provide the Funds with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items. (c) You will also provide to the Registrant's Trustees such periodic and special reports as the Trustees may reasonably request. You shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds. (d) You will maintain all accounts, books and records with respect to the Portfolio as are Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the 1940 Act and the rules thereunder. The Adviser agrees that such (other than those records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update being maintained by the Fund's registration statement (and any supplement theretocustodian or transfer agent) and preserve such records for the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation periods prescribed therefor by Rule 31a-2 of the Fund1940 Act. You will also provide to the Registrant's registration statement Trustees such periodic and special reports as the Portfolio's financial statements, Board may reasonably request. (e) You will notify the Registrant of any change in your membership within a reasonable time after such change. (f) Your services hereunder are not deemed exclusive and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements you shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes free to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses render similar services to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contractothers.

Management Services. The Adviser shall maintain (a) You will regularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the existence investment objectives and records policies of the PortfolioFund. You will determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund's wholly owned subsidiary assets shall be held uninvested as cash, subject always to the provisions of the Registrant's Declaration of Trust and perform By-Laws and of the following additional services:1940 Act, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Trustees of the Registrant may from time to time establish. (1b) The Adviser Subject to the general supervision of the Trustees of the Registrant, you will provide certain administrative services to each Fund. You will, at its expenseto the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is serving thereunder as the Registrant's transfer agent), furnish (i) provide supervision of all necessary investment and management facilities, including salaries aspects of personnel required for it each Fund's operations not referred to execute its duties faithfully, and in paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative facilities, including bookkeeping, and clerical personnel and equipment services as are reasonably necessary for the efficient conduct to provide effective administration of the investment affairs Fund; (iii) arrange for, at the Registrant's expense, (a) the preparation for each Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the periodic updating of the Portfolio (excluding determination Fund's prospectuses and statements of net asset values additional information and shareholder accounting services)the preparation of reports filed with the Securities and Exchange Commission and other regulatory authorities; (2iv) maintain all of the Adviser Funds' records and (v) provide the Funds with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items. (c) You will also provide to the Registrant's Trustees such periodic and special reports as the Trustees may reasonably request. You shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds. (d) You will maintain all accounts, books and records with respect to the Portfolio as are Funds' securities transactions required by sub-paragraphs (b)(5), (6), (9) and (10) and paragraph (f) of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the 1940 Act and the rules thereunder. The Adviser agrees that such (other than those records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update being maintained by the Fund's registration statement (and any supplement theretocustodian or transfer agent) and preserve such records for the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation periods prescribed therefor by Rule 31a-2 of the Fund1940 Act. You will also provide to the Registrant's registration statement Trustees such periodic and special reports as the Portfolio's financial statements, Board may reasonably request. (e) You will notify the Registrant of any change in your membership within a reasonable time after such change. (f) Your services hereunder are not deemed exclusive and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements you shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes free to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses render similar services to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contractothers.

Management Services. The Adviser shall maintain (a) You will regularly provide each Fund with investment research, advice and supervision and will furnish continuously an investment program for each Fund consistent with the existence investment objectives and records policies of the PortfolioFund. You will determine from time to time what securities shall be purchased for a Fund, what securities shall be held or sold by a Fund, and what portion of a Fund's wholly owned subsidiary assets shall be held uninvested as cash, subject always to the provisions of the Registrant's Declaration of Trust and perform By- Laws and of the following additional services:1940 Act, and to the investment objectives, policies and restrictions of the Fund, as each of the same shall be from time to time in effect, and subject, further, to such policies and instructions as the Trustees of the Registrant may from time to time establish. (1b) The Adviser Subject to the general supervision of the Trustees of the Registrant, you will provide certain administrative services to each Fund. You will, at its expenseto the extent such services are not required to be performed by others pursuant to the custodian agreement (or the transfer agency agreement to the extent that a person other than you is serving thereunder as the Registrant's transfer agent), furnish (i) provide supervision of all necessary investment and management facilities, including salaries aspects of personnel required for it each Fund's operations not referred to execute its duties faithfully, and in paragraph (a) above; (ii) provide each Fund with personnel to perform such executive, administrative facilities, including bookkeeping, and clerical personnel and equipment services as are reasonably necessary for the efficient conduct to provide effective administration of the investment affairs Fund; (iii) arrange for, at the Registrant's expense, (a) the preparation for each Fund of all required tax returns, (b) the preparation and submission of reports to existing shareholders and (c) the periodic updating of the Portfolio (excluding determination Fund's prospectuses and statements of net asset values additional information and shareholder accounting services)the preparation of reports filed with the Securities and Exchange Commission and other regulatory authorities; (2iv) maintain all of the Adviser Funds' records; and (v) provide the Funds with adequate office space and all necessary office equipment and services including telephone service, heat, utilities, stationery supplies and similar items. (c) You will also provide to the Registrant's Trustees such periodic and special reports as the Trustees may reasonably request. You shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Registrant or the Funds in any way or otherwise be deemed an agent of the Registrant or the Funds. (d) You will maintain all accounts, books and records with respect to the Portfolio as are Funds' securities transactions required by sub-paragraphs (b)(5), (6), (7), (9) and (10) and paragraph (f) of an investment adviser of a registered investment company pursuant to Rule 31a-1 under the 1940 Act and the rules thereunder. The Adviser agrees that such (other than those records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update being maintained by the Fund's registration statement (and any supplement theretocustodian or transfer agent) and preserve such records for the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation periods prescribed therefor by Rule 31a-2 of the Fund1940 Act. You will also provide to the Registrant's registration statement Trustees such periodic and special reports as the Portfolio's financial statements, Board may reasonably request. (e) You will notify the Registrant of any change in your membership within a reasonable time after such change. (f) Your services hereunder are not deemed exclusive and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements you shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes free to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses render similar services to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contractothers.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's Fund’s wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio Fund (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the FundTrust, and will be surrendered to the Fund Trust promptly upon request. Fidelity Management and Research Company (hereinafter called the "“Administrator" or "FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the PortfolioFund; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's Trust’s registration statement (and any supplement thereto) and the Portfolio's Fund’s financial statements. The Adviser understands that the Fund Trust and the Administrator and its affiliates will rely on such information in the preparation of the Fund's Trust’s registration statement and the Portfolio's Fund’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's Fund’s investment securities in the manner in which the Adviser believes to be in the best interests of the PortfolioFund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund Trust as the Fund's Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Trust’s Board of Trustees with respect to Fund Trust policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's ’s wholly owned subsidiary and perform the following additional services: : (1) The the Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "“Administrator" or "FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's ’s registration statement (and any supplement thereto) and the Portfolio's ’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's ’s registration statement and the Portfolio's ’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's ’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's ’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's ’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's ’s wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company LLC (hereinafter called the "“Administrator" or "FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's ’s registration statement (and any supplement thereto) and the Portfolio's ’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's ’s registration statement and the Portfolio's ’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's ’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's ’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's ’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's Fund’s wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio Fund (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio Fund as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the FundTrust, and will be surrendered to the Fund Trust promptly upon request. Fidelity Management and Research Company LLC (hereinafter called the "“Administrator" or "FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the PortfolioFund; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's Trust’s registration statement (and any supplement thereto) and the Portfolio's Fund’s financial statements. The Adviser understands that the Fund Trust and the Administrator and its affiliates will rely on such information in the preparation of the Fund's Trust’s registration statement and the Portfolio's Fund’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's Fund’s investment securities in the manner in which the Adviser believes to be in the best interests of the PortfolioFund, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund Trust as the Fund's Trust’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Trust’s Board of Trustees with respect to Fund Trust policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's ’s wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "“Administrator" or "FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's ’s registration statement (and any supplement thereto) and the Portfolio's ’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's ’s registration statement and the Portfolio's ’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's ’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's ’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's ’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's ’s wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "“Administrator" ” or "“FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's ’s registration statement (and any supplement thereto) and the Portfolio's ’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's ’s registration statement and the Portfolio's ’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's ’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's ’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's ’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain (a) Consistent with the existence objectives, policies and records of the Portfolio's wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents limitations set forth in the Adviser's possession relating Master Fund’s prospectus and statement of additional information, as may be amended or supplemented from time to time, the Portfolio; (3) the Adviser shall provide Trust’s Trust Agreement and By-Laws and such information as is necessary to enable the Administrator policies and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund instructions as the Master Fund's ’s Board of Trustees (the “Board”) may request from time to time or as establish, the Adviser may deem Manager shall have supervisory responsibility for the general management and investment operations of the Trust and the composition of the assets of each Portfolio, including the purchase, retention, exchange and disposition thereof. In this regard, the Manager shall (i) manage the investment and reinvestment of the assets of each Portfolio, (ii) continuously review, supervise and administer the investment program of each Portfolio, (iii) determine in its discretion the securities to be desirable. The Adviser shall make recommendations purchased or sold and the portion of the each such Portfolio’s assets to be held uninvested, (iv) provide the Trust with records concerning the Manager’s activities which the Trust is required to maintain and (v) render regular reports to the Fund's Trust’s officers and Board of Trustees concerning the Manager’s discharge of the foregoing responsibilities. The Manager shall discharge the foregoing responsibilities consistent with respect the objectives, policies and limitations set forth in the Master Fund’s prospectus and statement of additional information, as the same may be amended or supplemented from time to Fund policiestime with notice to the Manager, and shall carry out such policies as are adopted by in compliance with applicable laws and regulations. (b) In addition, the Trustees. The Adviser Manager shall, subject to review by the Board ultimate supervision and direction of Trusteesthe Trustee of the Trust (the “Trustee”), furnish provide or procure certain administrative services to the Trust. In this regard, the Manager will provide to the Trust, or will arrange at its expense to be provided to the Trust, such other management and administrative services as the Adviser shall may be agreed upon from time to time determine by the Manager and the Trust. These services initially will include, among other things (a) providing to the Trust office facilities, equipment, personnel, research and statistical services, (b) monitoring compliance with the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, (c) coordinating with the Trust’s Trustee, including the preparation of communications and materials related to Board meetings, (d) maintaining certain financial records and overseeing the annual audit process, (e) coordinating with regulators and preparing and filing certain regulatory reports, (f) assisting with the overall operations and management of the Trust and monitoring and oversight of its vendors and third party service providers, (g) overseeing fund expenses, preparing shareholder communications and coordinating mailings and (h) monitoring and overseeing the Fund’s governing documents. (c) The Manager, in the performance of its duties hereunder, shall discharge the foregoing responsibilities consistent with the objectives, policies and limitations set forth in the Master Fund’s prospectus and statement of additional information, as the same may be necessary amended or useful supplemented from time to time and comply with the provisions of the Advisers Act and all rules and regulations thereunder, the U.S. Internal Revenue Code of 1986, as amended, and all rules and regulations thereunder, all other applicable U.S. federal and state law, regulations and rulings, the Trust Agreement and subject, further, to such policies and instructions as the Trustee may from time to time establish. (d) The Manager is authorized on behalf of the Trust to perform all acts incidental to the provision of services hereunder, including without limitation, entering into agreements and executing and delivering all documents of or in connection with the investments of each Portfolio and in connection with the administration of the Trust. (e) The Manager’s services hereunder are not deemed exclusive and the Manager shall be free to render similar services to others. (f) Subject to Section 15 of this Agreement, the Manager shall, to the fullest extent permitted by applicable law, be permitted to delegate all, or any such part as it deems appropriate, of its obligations under this Contractdiscretionary management and investment advisory authority and responsibility hereunder to other persons or entities, including its affiliates. The Manager will continue to have responsibility for all management and advisory services furnished by any delegate.

Management Services. (a) The Adviser undertakes to act as investment adviser of each Fund and shall, subject to the supervision of the Board of Trustees of the Trust (the "Board" or the "Trustees"), render investment advice and related services with respect to the assets of the Fund in accordance with the investment objectives, strategies, policies and restrictions of the Fund, as provided in its prospectus or statement of additional information and any supplements thereto (collectively, the "Prospectus") or other governing instruments, as may be amended from time to time, the Investment Company Act of 1940, as amended and the rules and regulations thereunder (the "1940 Act"), applicable provisions of the Internal Revenue Code of 1986, as amended, and such other limitations as the Fund may impose upon written notice to the Adviser. (b) The Adviser is authorized, in its discretion and without prior consultation with the Board, on behalf of each Fund, to buy, sell, lend and otherwise trade in any securities and investment instruments on behalf of the Fund in accordance with this Agreement. The investment policies and investment actions of the Fund are, and shall at all times be, subject to the control and direction of the Board. (c) The Adviser shall maintain provide the existence office space, personnel and records equipment reasonably necessary for the operation of the Portfolio's wholly owned subsidiary Fund. The Adviser shall pay, with respect to each Fund, the salaries and perform fees of all (i) officers of the following additional servicesTrust; (ii) Trustees of the Trust who are "interested persons" of the Trust or of the Adviser; and (iii) personnel of the Trust or the Adviser performing services relating to research, statistical and investment activities. (d) Without limiting the generality of the foregoing, the Adviser shall: (i) furnish each Fund with advice and recommendations with respect to the investment of Fund assets and the purchase and sale of portfolio securities and other investments for the Fund, including the taking of such steps as may be necessary to implement such advice and recommendations (e.g., placing orders); (ii) manage and oversee the investments of each Fund, subject to the ultimate supervision and direction of the Board; (iii) vote proxies for each Fund, file (or arrange for the filing of) ownership reports under Section 13 of the Securities Exchange Act of 1934 (the "1934 Act") for the Fund; (iv) maintain the books and records required to be maintained by each Fund, except to the extent that arrangements have been made for such books and records to be maintained by the administrator or another agent of the Fund; (v) furnish reports, statements and other data regarding securities, economic conditions and other matters related to the investment of each Fund's assets that may be reasonably requested by the administrator or distributor of the Fund or the officers of the Trust; (vi) render to the Trustees such periodic and special reports with respect to each Fund's investment activities as the Trustees may reasonably request; (vii) immediately notify the Trust (1) in the event that the Adviser or any of its affiliates (A) becomes aware that it is subject to a statutory disqualification that prevents it from serving as investment adviser pursuant to this Agreement; or (B) becomes aware that it is the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority; or (2) of any material fact known to the Adviser in respect of or relating to the Adviser that is not contained in the currently effective registration statement of the Trust under the Securities Act of 1933, as amended and the 1940 Act with respect to the Funds, and any amendments or supplements thereto ("Registration Statement"), but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. (e) The Adviser may aggregate sales and purchase orders of the assets of each Fund with similar orders being made simultaneously for other accounts advised by the Adviser or its affiliates. Whenever the Adviser simultaneously places orders to purchase or sell the same asset on behalf of a Fund and one or more other accounts advised by the Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (f) The Adviser will maintain records relating to portfolio transactions on behalf of each Fund and the placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Adviser shall prepare and maintain, or cause to be prepared and maintained, in such form and for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Adviser pursuant to this Agreement as required to be prepared and maintained by the Adviser or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust which are in possession of the Adviser shall be the property of the Trust. The Trust, or its representatives, shall have access to such books and records at all times during the Adviser's normal business hours. Upon the reasonable request of the Trust, copies of any such books and records shall be provided promptly by the Adviser to the Trust or its representatives. (g) The Adviser will oversee the computation of the net asset value and the net income of each Fund as described in the Registration Statement or as more frequently requested by the Board. In addition, on each business day, the Adviser will provide the custodian and accountant for each Fund with such information relating to all transactions concerning the Fund's assets as the custodian and fund accountant may reasonably require to provide contracted for services to the Trust and/or the Fund. The Adviser will also assist in any fair valuation of Fund assets by, among other things, using reasonable efforts to arrange for the provision of prices from parties who are not affiliated persons of the Adviser for each asset for which the fund accountant cannot obtain prices in the ordinary course of business. (h) The Adviser will, at on its expenseown initiative, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records Board with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company (hereinafter called the "Administrator" or "FMR") shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirablebelieve appropriate for keeping the Board informed of important developments affecting the Trust, each Fund and the Adviser. The Adviser shall make recommendations will notify the Trust of any change of control of the Adviser and any changes in the key personnel who are either the portfolio manager(s) of a Fund or senior management of the Adviser, in each case prior to or promptly after such change. In addition, whenever requested by the Board, the Adviser will report to the Fund's Board of Trustees with respect on developments related to the Trust, a Fund policies, and shall carry out such policies as are adopted by or the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this ContractAdviser.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's ’s wholly owned subsidiary and perform the following additional services: : (1) The the Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company LLC (hereinafter called the "“Administrator" ” or "“FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's ’s registration statement (and any supplement thereto) and the Portfolio's ’s financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's ’s registration statement and the Portfolio's ’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's ’s investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's ’s Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's ’s Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional servicesManager will: (1a) The Adviser will, at its expense, furnish provide the following services to the Issuer without the Issuer's further direction: (i) all necessary investment and management facilities, including salaries of personnel required cause the Bond executed by the Issuer to be delivered to the Indenture Trustee for it to execute its duties faithfully, and authentication; (ii) administrative facilitiescause a definitive Bond to be prepared; (iii) cause to be kept a Bond Register and appoint successor Bond Registrars, including bookkeepingif any; (iv) in connection with the original issuance of the Bond, clerical personnel prepare all Issuer Requests and equipment Issuer Orders in connection with authentication and delivery of the Bond; obtain Opinions of Counsel; prepare Officers' Certificates and supply necessary supporting documents; supply insurance policies, surety bonds, instructions, opinions and such other documents as may be required by the terms of the Indenture or by the Indenture Trustee; (v) appoint a Bond Paying Agent, if different from the Indenture Trustee, and direct the Indenture Trustee to deposit funds with such Bond Paying Agent, if required; cause the Bond Paying Agent to execute and deliver instruments to the Indenture Trustee, if required; (vi) prepare for execution by the Issuer and file or record all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments necessary for the efficient conduct protection of the investment affairs Trust Estate; (vii) supply Opinions of Counsel as to the Trust Estate; (viii) monitor the Issuer's and other Persons' (including the Master Servicer's) performance of obligations and notify the Issuer and the Indenture Trustee of any event of default; (ix) prepare and deliver on behalf of the Portfolio Issuer annual statements as to compliance with the Indenture and other documents to which the Issuer is a party; (excluding determination x) record the Assignments of net asset values Mortgage and shareholder accounting services); (2) deliver the Adviser will maintain all accounts, books and records with respect recorded Assignments to the Portfolio Indenture Trustee; (xi) monitor the Issuer's obligations as are required to satisfaction and discharge of an investment adviser of a registered investment company pursuant the Indenture and report to the 1940 Act Issuer any failure in the satisfaction of such obligations; (xii) give notice to the Bondholder of the resignation of the Indenture Trustee and the rules thereunder. The Adviser agrees that such records are appointment of any successor Indenture Trustee; (xiii) furnish the property Indenture Trustee with names and addresses of the Fund, and will be surrendered Bondholder to the Fund promptly upon request. Fidelity Management and Research Company extent required; (hereinafter called the "Administrator" or "FMR"xiv) shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved for execution by the Adviser expressly for use in such registration and/or financial statements shall be true Issuer and complete in file all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes documents required to be in the best interests of the Portfolio, and shall review its proxy voting activities filed on a periodic basis with the Trustees. The Adviser shall also furnish Securities and Exchange Commission and file such reports, evaluations, information or analyses documents with the Indenture Trustee and deliver summaries of such documents to the Fund Bondholder; monitor the Issuer's compliance with provisions of TIA Section 314(a); (xv) prepare and deliver to the Issuer for execution, as appropriate, and then deliver to the Fund's Board Indenture Trustee all documents and opinions and take all appropriate action with respect to the release of Trustees the Mortgage Loans; (xvi) with the consent of the Issuer, appoint Independent accountants and any successors and direct such Independent accountants or successors to prepare and deliver reports or certificates to the extent required by the Indenture; (xvii) prepare for execution and deliver on behalf of the Issuer certificates or Opinions of Counsel with respect to compliance with the Indenture; (xiii) record the Indenture, if required; (xix) cause to be prepared for execution by the Issuer and delivered or filed, all tax returns, financial statements and such annual or other reports of the Issuer or the Owner Trustee, in its capacity as such, as may request be required pursuant to the Trust Agreement; (xx) cause to be calculated the original issue discount with regard to the Bond as requested from time to time or as the Adviser may deem time; (xxi) cause to be desirable. The Adviser shall make recommendations prepared for execution by the Issuer and filed, recorded or delivered, such statements, instruments, notices, documents, agreements and certificates or other papers required of the Issuer pursuant to Section 5.1 of the Fund's Board Trust Agreement; (xxii) deliver, on behalf of Trustees the Issuer, all documents and instruments with respect to Fund policies, and shall carry out such policies each Mortgage Loan as are adopted required by the Trustees. The Adviser shallMaster Servicing Agreement; and (xxiii) deliver, subject on behalf of the Issuer, a notice of redemption to review by the Board Indenture Trustee and any other notice of Trustees, furnish such other services as exercise of rights to remove Mortgage Loans from the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.Indenture;

Management Services. The Adviser shall maintain the existence and records of the Portfolio's wholly owned subsidiary and perform the following additional servicesManager will: (1a) The Adviser will, at its expense, furnish provide the following services to the Issuer without the Issuer's further direction: (i) all necessary investment and management facilities, including salaries of personnel required cause the Notes executed by the Issuer to be delivered to the Indenture Trustee for it to execute its duties faithfully, and authentication; (ii) administrative facilitiescause definitive Notes to be prepared; (iii) cause to be kept a Note Register and appoint successor Note Registrars, including bookkeepingif any; (iv) in connection with the original issuance of the Notes, clerical personnel prepare all Issuer Requests and equipment Issuer Orders in connection with authentication and delivery of the Notes; obtain Opinions of Counsel; prepare Officers' Certificates and supply necessary supporting documents; supply insurance policies, surety bonds, instructions, opinions and such other documents as may be required by the terms of the Indenture or by the Indenture Trustee; (v) appoint a Note Paying Agent, if different from the Indenture Trustee, and direct the Indenture Trustee to deposit funds with such Note Paying Agent, if required; cause the Note Paying Agent to execute and deliver instruments to the Indenture Trustee, if required; (vi) prepare for execution by the Issuer and file or record all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments necessary for the efficient conduct protection of the investment affairs Trust Estate; (vii) supply Opinions of Counsel as to the Trust Estate; (viii) monitor the Issuer's and other Persons' (including the Master Servicer's) performance of obligations and notify the Issuer and the Indenture Trustee of any event of default; (ix) prepare and deliver on behalf of the Portfolio Issuer annual statements as to compliance with the Indenture and other documents to which the Issuer is a party; (excluding determination x) affix the Indenture Trustee's name to each assignment of net asset values and shareholder accounting services); (2) the Adviser will maintain all accountsMortgage and, books and records with respect except to the Portfolio as are required extent otherwise provided in the Master Servicing Agreement, record the Assignments of an investment adviser of a registered investment company pursuant Mortgage and deliver the recorded Assignments to the 1940 Act Custodian; (xi) monitor the Issuer's obligations as to satisfaction and discharge of the Indenture and report to the Issuer any failure in the satisfaction of such obligations; (xii) give notice to the Noteholders of the resignation of the Indenture Trustee and the rules thereunder. The Adviser agrees that such records are appointment of any successor Indenture Trustee; (xiii) furnish the property Indenture Trustee with names and addresses of the Fund, and will be surrendered Noteholders to the Fund promptly upon request. Fidelity Management and Research Company extent required; (hereinafter called the "Administrator" or "FMR"xiv) shall be granted reasonable access to the records and documents in the Adviser's possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's financial statements, and hereby covenants that any such information approved for execution by the Adviser expressly for use in such registration and/or financial statements shall be true Issuer and complete in file all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes documents required to be in the best interests of the Portfolio, and shall review its proxy voting activities filed on a periodic basis with the Trustees. The Adviser shall also furnish Securities and Exchange Commission and file such reports, evaluations, information or analyses documents with the Indenture Trustee and deliver summaries of such documents to the Fund Noteholders; monitor the Issuer's compliance with provisions of TIA Section 314(a); (xv) prepare and deliver to the Issuer for execution, as appropriate, and then deliver to the Fund's Board Indenture Trustee all documents and opinions and take all appropriate action with respect to the release of Trustees the Mortgage Loans; (xvi) with the consent of the Issuer, appoint Independent accountants and any successors and direct such Independent accountants or successors to prepare and deliver reports or certificates to the extent required by the Indenture; (xvii) prepare for execution and deliver on behalf of the Issuer certificates or Opinions of Counsel with respect to compliance with the Indenture; (xiii) record the Indenture, if required; (xix) cause to be prepared for execution by the Issuer and delivered or filed, all tax returns, financial statements and such annual or other reports of the Issuer or the Owner Trustee, in its capacity as such, as may request be required pursuant to the Trust Agreement; (xx) cause to be calculated the original issue discount with regard to the Notes as requested from time to time or as the Adviser may deem time; (xxi) cause to be desirable. The Adviser shall make recommendations prepared for execution by the Issuer and filed, recorded or delivered, such statements, instruments, notices, documents, agreements and certificates or other papers required of the Issuer pursuant to Section 5.01 of the Fund's Board Trust Agreement; (xxii) deliver, on behalf of Trustees the Issuer, all documents and instruments with respect to Fund policies, and shall carry out such policies each Mortgage Loan as are adopted required by the Trustees. The Adviser shallMaster Servicing Agreement; and (xxiii) deliver, subject on behalf of the Issuer, a notice of redemption to review by the Board Indenture Trustee and any other notice of Trustees, furnish such other services as exercise of rights to remove Mortgage Loans from the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.Indenture;

Management Services. The Adviser shall maintain the existence and records of the Portfolio's ’s wholly owned subsidiary and perform the following additional services: (1) The Adviser will, at its expense, furnish (i) all necessary investment and management facilities, including salaries of personnel required for it to execute its duties faithfully, and (ii) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the investment affairs of the Portfolio (excluding determination of net asset values and shareholder accounting services); (2) the Adviser will maintain all accounts, books and records with respect to the Portfolio as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. The Adviser agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly upon request. Fidelity Management and Research Company LLC (hereinafter called the "“Administrator" ” or "“FMR"”) shall be granted reasonable access to the records and documents in the Adviser's ’s possession relating to the Portfolio; (3) the Adviser shall provide such information as is necessary to enable the Administrator and its affiliates to prepare and update the Fund's registration statement (and any supplement thereto) and the Portfolio's financial statements. The Adviser understands that the Fund and the Administrator and its affiliates will rely on such information in the preparation of the Fund's registration statement and the Portfolio's ’s financial statements, and hereby covenants that any such information approved by the Adviser expressly for use in such registration and/or financial statements shall be true and complete in all material respects; and (4) the Adviser will vote the Portfolio's investment securities in the manner in which the Adviser believes to be in the best interests of the Portfolio, and shall review its proxy voting activities on a periodic basis with the Trustees. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.