Exhibit p(1)
FIDELITY INVESTMENTS'
CODE OF ETHICS FOR PERSONAL INVESTING
JULY 2000
CODE OF ETHICS FOR PERSONAL INVESTING
This document constitutes the Code of Ethics adopted by the Fidelity
Funds (the "Funds"), the subsidiaries of FMR Corp. that serve as
investment advisors or principal underwriters and their affiliated
companies (collectively, the "Fidelity Companies") pursuant to the
provisions of Rule 17j-1 under the Investment Company Act of 1940 and
of Rules 204-2(a)(12) and 204-2(a)(13) under the Investment Advisers
Act of 1940 (collectively, the "Rules").
PURPOSE AND SCOPE OF THIS CODE
A. PERSONAL SECURITIES TRANSACTIONS
This Code focuses on personal transactions in securities by persons
associated with the various Fidelity Companies. Accordingly, the Code
does not attempt to address all areas of potential liability under
applicable laws. For example, provisions of the Investment Company
Act of 1940 prohibit various transactions between a fund and
affiliated persons, including the knowing sale or purchase of property
to or from a fund on a principal basis and joint transactions between
a fund and an affiliated person. This Code does not address these
other areas of potential violation. Accordingly, persons covered by
this Code are advised to seek advice from the Ethics Officer, or his
or her designee (collectively, the "Ethics Office"), before engaging
in any transaction other than the normal purchase or sale of fund
shares or the regular performance of their business duties if the
transaction directly or indirectly involves themselves and one or more
of the Funds.
GUIDING PRINCIPLES
The Code is based on the principle that the officers, directors,
partners and employees of the Fidelity Companies owe a fiduciary duty
to, among others, the shareholders of the Funds to place the interests
of the Fund shareholders above their own and to conduct their personal
securities transactions in a manner which does not interfere with Fund
transactions, create an actual or potential conflict of interest with
a Fund or otherwise take unfair advantage of their relationship to the
Funds. Persons covered by this Code must adhere to this general
principle as well as comply with the Code's specific provisions. It
bears emphasis that technical compliance with the Code's procedures
will not automatically insulate from scrutiny trades which show a
pattern of abuse of the individual's fiduciary duties to the Fidelity
Funds in general or a specific Fund in particular. For officers and
employees of Fidelity Management & Research Company ("FMR") and its
affiliates, the fiduciary responsibility applies to all of the
investment companies advised by FMR or any of its affiliates as well
as any account holding the assets of third parties for which FMR or
any of its affiliates acts in an investment advisory capacity (both
types of portfolios hereinafter referred to as the "Fidelity Funds" or
"Funds").
Recognizing that certain requirements are imposed on investment
companies and their advisers by virtue of the Investment Company Act
of 1940 and the Investment Advisers Act of 1940, considerable thought
has been given to devising a code of ethics designed to provide legal
protection to accounts for which a fiduciary relationship exists and
at the same time maintain an atmosphere within which conscientious
professionals may develop and maintain investment skills. It is the
combined judgment of the Fidelity Companies and the Boards of the
Funds that as a matter of policy a code of ethics should not inhibit
responsible personal investment by professional investment personnel,
within boundaries reasonably necessary to insure that appropriate
safeguards exist to protect the Funds. This policy is based on the
belief that personal investment experience can over time lead to
better performance of the individual's professional investment
responsibilities. The logical extension of this line of reasoning is
that such personal investment experience may, and conceivably should,
involve securities which are suitable for the Funds in question. This
policy quite obviously increases the possibility of overlapping
transactions. The provisions of this Code, therefore, are designed to
foster personal investments while minimizing conflicts under these
circumstances and establishing safeguards against overreaching.
II. PERSONS (AND ACCOUNTS) TO WHOM THIS CODE APPLIES
Unless otherwise specified, each provision of this Code applies to all
members of the Board of the Funds, and all officers, directors,
partners and employees of every Fidelity Company. In addition, the
provisions apply to any individual designated and so notified in
writing by the Ethics Office. Where the applicability of a particular
provision is more limited, the provision will so state. For example,
particular provisions may state they are limited to:
ACCESS PERSONS
This category includes Investment Professionals, Senior Executives and
certain other employees specified in paragraph II. A. 2. below.
1. INVESTMENT PROFESSIONALS are (i) portfolio managers, research
analysts and traders employed by FMR; (ii) employees seconded to FMR
from Fidelity International Limited ("FIL") performing similar
functions; (iii) all employees of the Capital Markets Division of
Fidelity Investment Institutional Brokerage Group ("FIIBG"); (iv)
officers (vice-president and above) and members of the Boards of
Directors of FMR; and (v) such other employees as the Ethics Office
may designate and so notify in writing.
2. SENIOR EXECUTIVES are (i) officers (vice-president and above) and
members of the Boards of Directors of FMR Corp.; (ii) attorneys within
Administrative and Government Affairs' ("AGA") Legal Department; (iii)
employees of the Fund Treasurer's Department, the FMR Investment &
Advisor Compliance Department and the Compliance Systems Technology
Group; and (iv) such other employees as the Ethics Office may
designate and so notify in writing.
3. OTHER ACCESS PERSONS are all other employees who, in connection
with their regular duties, make, participate in, or obtain timely
information regarding the purchase or sale of a security by a Fund or
of any investment recommendation to a Fund. This includes (i)
employees of FMR, Fidelity Management Trust Company ("FMTC"), and
Fidelity Pricing and Cash Management Services ("FPCMS"); (ii) other
employees seconded from FIL to the foregoing companies; (iii) all
employees with access to the BOS E (AS400 trading machine), BOS H
(AS400 development machine), INVIEW, BONDVIEW or OVERVIEW systems or
any other system containing timely information about the Funds'
activities or investment recommendations made to the Funds; (iv) all
employees within AGA's Operations Audit and Analysis Department, and
(v) such other employees as the Ethics Office may designate and so
notify in writing.
Although the Ethics Office seeks to notify Access Persons of their
status as such, you are required to comply with all provisions
applicable to Access Persons if you are within the above definitions
even if the Ethics Office does not notify you of your status. Please
contact the Ethics Office if you believe you are an Access Person or
if you are unsure of your status under the Code.
A. NON-ACCESS TRUSTEES
1. Trustees of the Fidelity Group of Funds will generally be deemed
Access Persons; however, Trustees who fulfill both of the following
conditions will be deemed "Non-Access Trustees" and treated as a
separate category:
a) The Trustee is not an "interested person" (as defined in Section
2(a)(19) of the Investment Company Act of 1940) of any Fidelity Fund;
and
b) The Trustee elects not to receive the Daily Directors' Report and
further elects not to have access to the INVIEW, BONDVIEW, or OVERVIEW
systems; PROVIDED that this condition shall only be considered
fulfilled as of the fifteenth day after the Trustee has notified the
Ethics Office of such election.
B. PORTFOLIO MANAGERS.
This category includes employees whose assigned duties are to manage
any Fund, or portion thereof, and who exercise authority to make
investment decisions on behalf of such Fund or portion thereof.
C. FIDELITY EMPLOYEES.
This category includes all employees of the Fidelity Companies,
including employees seconded to any Fidelity Company by FIL.
D. OTHER PERSONS.
These are persons as specified in a particular provision of the Code
or as designated by the Ethics Office.
E. COVERED ACCOUNTS (BENEFICIAL OWNERSHIP).
It bears emphasis that the provisions of the Code apply to
transactions in reportable securities for any account "beneficially
owned" by any person covered by the Code. The term "beneficial
ownership" is more encompassing than one might expect. For example,
an individual may be deemed to have beneficial ownership of securities
held in the name of a spouse, minor children, or relatives sharing his
or her home, or under other circumstances indicating a sharing of
financial interest. See the Appendix to this Code for a more
comprehensive explanation of beneficial ownership. Please contact the
Ethics Office if you are unsure as to whether you have beneficial
ownership of particular securities or accounts.
PROVISIONS APPLICABLE TO FIDELITY EMPLOYEES AND THEIR ACCOUNTS
III. PROCEDURAL REQUIREMENTS
A. REPORTS ON REPORTABLE SECURITIES. Fidelity has established certain
procedures to monitor individual transactions in reportable securities
(as defined below) for compliance with this Code, and to avoid
situations which have the potential for conflicts of interest with the
Funds. You and all persons subject to this Code are required to
comply with the procedures described below. Failure to follow these
procedures or the filing of a false, misleading or materially
incomplete report will itself constitute a violation of this Code.
Reports required under Section III.A.5. are necessary only for
transactions in reportable securities. If an investment is made in an
entity substantially all of whose assets are shares of another entity
or entities, the security purchased should be reported and the
underlying security or securities identified. Furthermore, if an
investment is made in a private placement, this transaction must be
reported. (See Exhibit B.)
"REPORTABLE SECURITIES" are ALL securities except:
a) U.S. Treasury Notes, Bills and Bonds;
b) money market instruments such as certificates of deposit, banker's
acceptances and commercial paper;
c) shares of registered open-end investment companies;
d) securities issued by FMR Corp.;
e) any obligations of agencies and instrumentalities of the U.S.
government if the remaining maturity is one year or less; and
f) commodities and options and futures on commodities provided that
the purchase of these instruments may not be utilized to indirectly
acquire interests or securities which could not be acquired directly
or which could not be acquired without reporting or pre-clearance.
See Section III.B.4.
2. ACKNOWLEDGMENT. Each new Fidelity employee will be given a copy of
this Code of Ethics upon commencement of employment. Within 7 days
thereafter, you must file an acknowledgment (Exhibit A.) stating that
you have read and understand the provisions of the Code of Ethics, and
provide a written list to the Ethics Office of all brokerage accounts
in which you are a beneficial owner of any securities in the account
(Exhibit E.). Additionally, your acknowledgment accords Fidelity the
authority to access at any time records for any beneficially owned
brokerage account for the period of time you were employed by
Fidelity.
3. ANNUAL UPDATE. Each year, on or before January 31, you must file
an annual update stating that you have reviewed the provisions of the
Code of Ethics, understand the provisions of the Code and that the
Code applies to you, and believe that your personal transactions in
reportable securities for the previous calendar year, and those of
your family members which are deemed to be beneficially owned by you,
have been reported as required under the Code and were consistent with
its provisions (Exhibit A.).
4. USE OF BROKERS.
a) ALL FIDELITY EMPLOYEES must conduct all personal and beneficially
owned transactions in reportable securities through a brokerage
account at Fidelity Brokerage Services, Inc. (FBSI), or with an
approved broker outside the U.S. (See Exhibit G.). By opening an
account with FBSI you agree to allow FBSI to forward to the Ethics
Office reports of your account transactions and to allow the Ethics
Office access to all account information. Upon opening such an
account you are required to notify FBSI of your status as an employee.
b) HARDSHIP EXCEPTION: Under circumstances evidencing special
hardship and then only with the express written approval of the Ethics
Office, you may be granted a waiver to establish accounts for trading
reportable securities with brokers other than FBSI or those approved
for the region. (See Section VIII.). If you maintain an account with
an external broker pursuant to permission from the Ethics Office, you
must ensure duplicate reporting as specified in "Transaction
Reporting." (See Section III. A. 5.).
5. TRANSACTION REPORTING. Each employee must report personal
transactions in reportable securities to the Ethics Office. Failure
to file a report will be treated as the equivalent of a report
indicating that there were no transactions in reportable securities.
This reporting obligation may be met as follows:
a) FBSI Accounts: The Ethics Office will assume responsibility for
obtaining trade information from FBSI for accounts in your name and
all other related FBSI accounts that have been disclosed to the Ethics
Office by you.
b) Non-FBSI (External) Accounts: If any transactions in reportable
securities are not being conducted through a FBSI account (including
those conducted through an approved broker outside the U.S. or another
external broker pursuant to permission from the Ethics Office), you
are responsible for ensuring that the institution where the account is
maintained agrees to, and promptly provides, regular copies of
confirmations and statements directly to the Ethics Office. These
confirmations and statements must include the trade date, security
description, number of shares or principal amount of each security,
the nature of the transaction (e.g., purchase or sale), the total
price and the name of the institution that effected the transactions.
If transactions cannot or are not reported by the external institution
in this fashion, permission to open the account will not be granted or
will be revoked by the Ethics Office.
c) Failure to Report by External Brokers. As noted above, employees
are responsible for ensuring their transactions in reportable
securities not conducted through a FBSI account are reported to the
Ethics Office. If you have executed transactions through an external
broker and the broker does not report the transactions as specified in
paragraph b) above, you must promptly forward the necessary
information to the Ethics Office. If account statements with the
necessary information are not available, you must complete the REPORT
OF SECURITIES TRANSACTIONS (Exhibit B) with the information and
forward it to the Ethics Office.
B. PROHIBITED ACTIVITIES
1. ACTIVITIES FOR PERSONAL BENEFIT. Inducing or causing a Fund to
take action, or to fail to take action, for personal benefit rather
than for the benefit of the Fund is prohibited. For example, you
would violate this Code by causing a Fund to purchase a security you
owned for the purpose of supporting or increasing the price of that
security. Causing a Fund to refrain from selling a security in an
attempt to protect a personal investment, such as an option on that
security, also would violate this Code.
2. PROFITING FROM KNOWLEDGE OF FUND TRANSACTIONS. Using your
knowledge of Fund transactions to profit by the market effect of such
transactions is prohibited.
3. VIOLATIONS OF THE ANTIFRAUD LAWS AND REGULATIONS. Violations of
the antifraud provisions of the federal securities laws and the rules
and regulations promulgated thereunder, including the antifraud
provision of Rule 17j-1 under the Investment Company Act of 1940, are
prohibited. In that Rule, the Securities and Exchange Commission
specifically makes it unlawful for any person affiliated with a Fund,
investment adviser or principal underwriter of a Fund in connection
with the purchase or sale, directly or indirectly, by such person of a
"security held or to be acquired" by such Fund:
"(1) To employ any device, scheme or artifice to defraud the Fund;
(2) To make any untrue statement of a material fact to the Fund or
omit to state a material fact necessary in order to make the
statements made to the Fund, in light of the circumstances under which
they are made, not misleading;
(3) To engage in any act, practice or course of business that operates
or would operate as a fraud or deceit upon the Fund; or
(4) To engage in any manipulative practice with respect to the Fund."
Rule 17j-1 defines "security held or to be acquired" very broadly to
include any security (other securities that are not reportable
securities) that, "within the most recent 15 days, (i) is or has been
held by such company, or (ii) is being or has been considered by such
company or its investment adviser for purchase by such company, and
(iii) any option to purchase or sell, and any security convertible
into or exchangeable for" a reportable security. Thus the antifraud
provisions of Rule 17j-1 may apply to transactions in securities even
if not recently traded by a Fund. Under Rule 17j-1, a sufficient
nexus exists if a fraud is effected in connection with a security held
for a long period in a portfolio or merely considered for inclusion in
a portfolio. In addition, the receipt of compensation in the form of
an opportunity to purchase a security that is intended to induce a
Fund to purchase other securities must be reported under this Rule,
whether or not the compensation is in the form of an opportunity to
purchase a security "held or to be acquired" by a Fund. Moreover, the
general antifraud provisions of the Securities Exchange Act of 1934
and other federal securities statutes make unlawful fraud in
connection with the purchase or sale of securities, even if such
securities do not fall within the scope of Rule 17j-1.
4. USE OF DERIVATIVES. Derivatives, including futures and options,
and other arrangements may not be used to evade the restrictions of
this Code. Accordingly, you may not use derivatives or other
arrangements with similar effects to take positions in securities that
the Code would prohibit if the positions were taken directly. For
purposes of this section, "futures" are futures on securities or
securities indexes; "options" are options (puts or calls) on
securities or securities indexes, or options on futures on securities
or securities indexes. Options and futures on commodities are not
"reportable securities" except as specified in Section III. A. 1. f).
5. GIFTS AND HOSPITALITIES. The Fidelity Companies generally prohibit
employees from receiving gifts, gratuities, and other from any person
or entity that does business with the Funds or with any Fidelity
Company or from any entity which is a potential portfolio investment
for the Funds. Fidelity's Gifts and Gratuities Policy, which is
separate from this Code, sets forth the specific policies,
restrictions and procedures to be observed by employees with respect
to business-related gifts and related matters.
6. RESTRICTED SECURITIES. From time to time, the Ethics Office may
place a security on a restricted list. Certain employees, as
designated on a case-by-case basis by the Ethics Office, may not
effect transactions in securities on the restricted list.
7. INVESTMENTS IN HEDGE FUNDS AND INVESTMENT CLUBS. You may not
invest in hedge funds or investment clubs because such funds or clubs
cannot normally be expected to comply with the provisions of this
Code.
8. RESTRICTED ACTIVITIES
The following are restricted by this Code of Ethics:
1. SHORT SALE ACTIVITIES. Purchasing puts to open, selling calls to
open or selling a security short where there is no corresponding long
position in the underlying security is prohibited; short sales against
the box are permitted. This prohibition includes purchasing puts and
selling calls on all market indexes with the exception of the
following indexes: S&P 100, S&P Mid Cap 400, S&P 500, Morgan Stanley
Consumer Index, FTSE 100 and Nikkei 225. Short sales of the Fidelity
Select Portfolios are also prohibited.
2. PUBLIC OFFERINGS FOR WHICH NO PUBLIC MARKET PREVIOUSLY EXISTED.
The purchase of an initial public offering of securities for which no
public market in the same or similar securities of that issuer has
previously existed is prohibited except as noted below. This
prohibition includes "secondary" public offerings (where the
securities are offered publicly by a substantial shareholder and not
from the company's treasury) and so-called "free stock offers" through
the Internet, and applies both to equity and debt securities.
EXCEPTIONS. Exceptions from this prohibition may be granted in
special circumstances with the written permission of the Ethics Office
(e.g., receipt of securities or their subsequent sale by an insurance
policyholder or depositor of a company converting from mutual to stock
form).
3. EXCESSIVE TRADING. While active personal trading does not in and
of itself raise issues under Rule 17j-1, the Fidelity Companies and
Boards of the Funds believe that a very high volume of personal
trading can be time consuming and can increase the possibility of
actual or apparent conflicts with portfolio transactions.
Accordingly, an unusually high level of personal trading activity is
strongly discouraged and may be monitored by the Ethics Office to the
extent appropriate for the category of person, and a pattern of
excessive trading may lead to the taking of appropriate action under
the Code.
4. DISCRETIONARY AUTHORIZATION. You may not exercise investment
discretion over accounts in which you have no beneficial interest. If
you wish to do so, you must contact the Ethics Office for approval.
5. ADDITIONAL REQUIREMENTS APPLICABLE TO ACCESS PERSONS
Because of their access to information about Fund investments and/or
investment recommendations, Access Persons are necessarily subject to
somewhat greater restrictions and closer scrutiny than are other
persons subject to the Code. Accordingly, in addition to complying
with the provisions detailed in Section III of this Code, Access
Persons are required to comply with the provisions of this section.
DISCLOSURE OF PERSONAL SECURITIES HOLDINGS.
Access Persons must disclose in writing all personal securities
holdings owned directly or otherwise beneficially owned. (See Exhibit
F.)
1. INITIAL REPORT. Each new Access Person must file a holdings
disclosure within 7 days of the commencement of employment or of being
designation an Access Person.
2. ANNUAL REPORT. Each Access Person must file a holdings report
containing current information as of a date no more than 30 days
before the report is submitted.
3. ALL PERSONAL TRADES IN REPORTABLE SECURITIES MUST BE CLEARED IN
ADVANCE BY THE APPROPRIATE PRE-CLEARANCE DESK.
One of the most important objectives of this Code is to prevent Access
Persons from making personal trades on the basis of information about
portfolio transactions made by the Funds. Trading on such information
for personal benefit not only constitutes a violation of this Code,
but also may influence the market in the security traded and thus
prevent transactions for the Funds from being conducted at the most
favorable price. To further reduce the possibility that Fund
transactions will be affected by such trades, Access Persons must
comply with the following procedures before effecting a personal
transaction in any securities which are "reportable securities":
1. PRE-CLEARANCE PROCEDURES.
a) On any day that you plan to trade a reportable security, you must
first contact the appropriate pre-clearance desk for approval. (See
Exhibit H.) (PLEASE NOTE THAT PRE-CLEARANCE COMMUNICATIONS MAY BE
RECORDED FOR THE PROTECTION OF FIDELITY AND ITS EMPLOYEES.) By
seeking pre-clearance, you will be deemed to be advising the Ethics
Office that you (i) do not possess any material, nonpublic information
relating to the security; (ii) are not using knowledge of any proposed
trade or investment program relating to the Funds for personal
benefit; (iii) believe the proposed trade is available to any market
participant on the same terms; and (iv) will provide any other
relevant information requested by the Ethics Office. The pre-clearance
desk will consider approval of the trade for execution only upon the
day the request is made. Generally, a pre-clearance request will not
be approved if the pre-clearance desk determines that the trade will
have a material influence on the market for that security or will take
advantage of, or hinder, trading by the Funds. Additionally, the
pre-clearance desk will evaluate a pre-clearance request for a
transaction to determine if you are in compliance with the other
provisions of the Code relevant to such transaction. Securities and
transaction types that do not require pre-clearance include the
following: currency warrants; rights subscriptions; gifting of
securities; automatic dividend reinvestments; and options on the
following indexes: S&P 100, S&P Mid Cap 400, S&P 500, Morgan Stanley
Consumer Index, FTSE 100 and Nikkei 225.
b) Transactions in accounts beneficially owned by an employee where
investment discretion has been provided to a third party in a written
document and for which the employee provides no input regarding
investment decision making will not be subject to pre-clearance.
Transactions in reportable securities in such accounts, however, still
must be reported under this Code.
c) In addition to any other sanctions provided for under the Code (see
Section IX. D.), failure to pre-clear a transaction as required above
may result in a requirement to surrender any profits realized in
connection with the transaction.
C. GOOD-TILL-CANCELED ORDERS.
Access Persons may not place good-till-canceled orders.
Good-till-canceled orders may inadvertently cause an employee to
violate the pre-clearance provisions of this Code.
D. PURCHASE OF CLOSED-END FUNDS.
The purchase of closed-end funds for which a Fidelity Company performs
the pricing and bookkeeping services is prohibited without prior
approval by the Ethics Office.
ADDITIONAL REQUIREMENTS APPLICABLE TO INVESTMENT PROFESSIONALS AND
SENIOR EXECUTIVES
In addition to complying with the provisions detailed in Sections III
and IV of this Code, Investment Professionals and Senior Executives
are required to comply with the provisions of this section.
E. PRIVATE PLACEMENTS.
Private placements are in many cases not suitable investments for the
Funds. However, in various circumstances, they may be suitable
investments. In order to avoid even the appearance of a conflict of
interest between their personal investment activities and their
fiduciary responsibility to the Funds' shareholders, Investment
Professionals and Senior Executives must follow the procedures
outlined below to participate in a private placement.
1. PRIOR APPROVAL TO PARTICIPATE.
You must receive written approval from your Division or Department
Head and the Ethics Office, utilizing Exhibit C, prior to any purchase
of a privately placed security. If you are a Division or Department
Head, then approval shall be received from the President of FMR. (See
Exhibit C.)
2. TRANSACTION REPORTING.
If approved, you must report the purchase to the Ethics Office within
10 days of the end of the month in which the purchase occurred, using
the REPORT OF SECURITIES TRANSACTIONS form (Exhibit B.).
3. IN THE EVENT OF SUBSEQUENT INVESTMENT BY A FUND OR FUNDS.
After approval is granted, if you have any material role in subsequent
consideration by any Fund of an investment in the same or an
affiliated issuer, you must disclose your interest in the private
placement investment to the person(s) making the investment decision.
Notwithstanding such a disclosure, any decision by any Fund to
purchase the securities of the issuer, or an affiliated issuer, must
be subject to an independent review by your Division or Department
Head.
F. SURRENDER OF SHORT-TERM TRADING PROFITS.
Short-term trading can be both time consuming and can increase the
possibility of actual or apparent conflicts with Fund transactions.
To reduce instances of short-term trading, the Fidelity Companies and
the Boards of the Funds have determined that Investment Professionals
and Senior Executives will be required to surrender short-term trading
profits.
Short-term trading profits are profits generated from the purchase and
sale of the same (or equivalent) security within 60 calendar days.
Transactions will be matched with any opposite transaction within the
most recent 60 calendar days. Options on the following indexes are
not subject to this provision: S&P 100, S&P Mid Cap 400, S&P 500,
Morgan Stanley Consumer Index, FTSE 100 and Nikkei 225. Exhibit D
contains further information and examples concerning application of
this policy.
G. PURCHASE OF SECURITIES OF CERTAIN BROKER-DEALERS.
Investment Professionals and Senior Executives, unless specifically
excluded by the Ethics Office, may not purchase securities of certain
broker-dealers or parent companies as identified from time to time by
the Ethics Office based upon the level and nature of services provided
to the Funds.
H. RESEARCH NOTES.
Investment Professionals and Senior Executives specifically designated
by the Ethics Office must wait two business days after the day on
which a research note is issued prior to trading for their
beneficially owned accounts in the securities of the issuer(s) that is
the subject of the note.
I. AFFIRMATIVE DUTY TO RECOMMEND SUITABLE SECURITIES.
A portfolio manager or a research analyst may not fail to timely
recommend a suitable security to, or purchase or sell a suitable
security for, a Fund in order to avoid an actual or apparent conflict
with a personal transaction in that security. Before trading any
security, a portfolio manager or research analyst has an affirmative
duty to provide to Fidelity any material, public information that
comes from the company about such security in his or her possession.
As a result, portfolio managers or research analysts should (a)
confirm that a Research Note regarding such information on such
security is on file prior to trading in the security, or (b) if not,
should either contact the Director of Research or publish such
information in their possession and wait two business days prior to
trading in the security.
J. AFFIRMATIVE DUTY TO DISCLOSE.
Investment Professionals and Senior Executives who own a security, or
who have decided to effect a personal transaction in a security, have
an affirmative duty to disclose this information in the course of any
communication about that security when the purpose or reasonable
consequence of such communication is to influence a portfolio to buy,
hold or sell that security. The disclosure of ownership should be
part of the initial communication but need not be repeated in the case
of continuing communications directed to a specific person.
K. SERVICE AS A DIRECTOR OR TRUSTEE.
Service on a board of directors or Trustees poses several forms of
potential conflicts for employees. These include potentially
conflicting fiduciary duties to the company and a Fund, receipt of
possibly material, nonpublic information and conflicting demands on
the time of the employee. Accordingly, service by any Investment
Professional or Senior Executive on a board of directors of a
non-Fidelity publicly-traded or privately-held company likely to issue
shares is prohibited absent prior authorization. Approval will be
based upon a determination that the board service would be in the best
interests of the Funds and their shareholders. Requests for approval
of board service should be submitted in writing to the Ethics Office.
IV. PROHIBITION ON CERTAIN TRADES BY PORTFOLIO MANAGERS
Portfolio managers are the people most familiar with the investment
decisions they are making for the Funds they manage. Even the
appearance of a portfolio manager trading the same securities for his
or her personal account on or about the same time as he or she is
trading for the Fund is not in the best interest of the Funds.
Accordingly, as a portfolio manager, you may not buy or sell a
security your Fund has traded within 7 calendar days on either side of
the Fund's trade date (i.e., date of execution, not the settlement
date). For example, assuming the day your Fund trades a security is
day 0, day 8 is the first day you may trade that security for your own
account. This prohibition is in addition to the restrictions that
apply generally to all persons subject to this Code and those
applicable to Access Persons. If application of this rule would work
to the disadvantage of a Fund (e.g., you sold a security on day 0 and
on day 3, after new events had occurred, determined that the Fund
should buy the same security) you must apply to the Ethics Officer for
an exception (see Section VIII. below).
In addition to any other sanction provided for under the Code of
Ethics (see Section IX. D.), any profit realized from a transaction
within the prescribed period may be required to be surrender to FMR.
Transactions in accounts beneficially owned by you where investment
discretion has been provided to a third party in a written document
and for which you provide no input regarding investment decision
making will not be subject to this 7 day provision.
The prohibition under this section does not apply to any personal
trade by a portfolio manager that occurs within 7 calendar days
preceding, or on the date of, a trade in the same security for a
portfolio managed by such portfolio manager, if the portfolio trade
has been initiated by the trading desk in accordance with standing
instructions directing the trading desk to purchase or sell securities
representing all or substantially all of the portfolio in amounts
proportional to the relative weightings of such securities in the
portfolio (or a related portfolio) in response to fund cash flows.
V. NON-ACCESS TRUSTEES
Pursuant to Rule 17j-1, a Non-Access Trustee need not file reports of
his or her transactions in reportable securities unless at the time of
the transaction the Board member knew, or in the ordinary course of
fulfilling his or her duties as a Fidelity Fund Board member should
have known: (a) that one or more of the Funds had purchased or sold or
was actively considering the purchase or sale of that security within
the 15-day period preceding the Board member's transaction, or (b)
that one or more Funds would be purchasing, selling or actively
considering the purchase or sale of that security within the 15 days
following the Board member's transaction. The knowledge in question
is the Board member's knowledge at the time of the Board member's
transaction, not knowledge subsequently acquired. Although a
Non-Access Trustee is not required to report transactions unless the
above conditions are met, the Boards of Trustees of the Funds have
adopted a policy that requires a Non-Access Trustee to report personal
securities transactions on at least a quarterly basis.
VI. WAIVERS AND EXCEPTIONS
A. REQUESTS TO WAIVER A PROVISION OF THE CODE OF ETHICS.
An employee may request in writing to the Ethics Office a waiver of
any Code of Ethics provision. If appropriate, the Ethics Office will
consult with the Ethics Oversight Committee (a committee which
consists of representatives from senior management) in considering
such request. The Ethics Office will inform you in writing whether or
not the waiver has been granted. If you are granted a waiver to any
Code of Ethics provision, you will be expected to comply with all
other provisions of the Code. You may contact the Ethics Office for
specific requirements.
EXCEPTIONS.
Special approval to make any trade prohibited by this Code may be
sought from the Ethics Office. Special approvals will be considered
on a case-by-case basis. The decision to grant special approval will
be based on whether the trade is consistent with the general
principles of this Code and whether the trade is consistent with the
interest of the relevant Fund(s). The Ethics Office will maintain a
written record of exceptions, if any, that are permitted.
VII. ENFORCEMENT
The Rules adopted by the SEC require that a code of ethics must not
only be adopted but must also be enforced with reasonable diligence.
Records of any violation of the Code and of the actions taken as a
result of such violations will be kept.
A. REVIEW.
The Ethics Office will review on a regular basis the reports filed
pursuant to this Code. In this regard, the Ethics Office will give
special attention to evidence, if any, of potential violations of the
antifraud provisions of the federal securities laws or the procedural
requirements or ethical standards set forth in this Code and the
Statement of Policies and Procedures with Respect to the Flow and Use
of Material Nonpublic (Inside) Information ("Insider Trading Policy
Statement" to follow).
The policies and procedures described in this Code do not create any
obligations to any person or entity other than the Fidelity Companies
and the Funds. This Code is not a promise or contract, and it may be
modified at any time. The Fidelity Companies and the Funds retain the
discretion to decide whether this Code applies to a specific
situation, and how it should be interpreted.
B. BOARD REPORTING.
The Ethics Office will provide to the Boards of Trustees of the Funds
no less frequently than annually a summary of significant sanctions
imposed for material violations of this Code or the Insider Trading
Policy Statement.
C. VIOLATIONS.
When potential violations of the Code of Ethics or the Insider Trading
Policy Statement come to the attention of the Ethics Office, the
Ethics Office may investigate the matter. This investigation may
include a meeting with the employee. Upon completion of the
investigation, if necessary, the matter will be reviewed with senior
management or other appropriate parties, and a determination will be
made as to whether any sanction should be imposed as detailed below.
The employee will be informed of any sanction determined to be
appropriate.
D. SANCTIONS.
Since violations of the Code or the Insider Trading Policy Statement
will not necessarily constitute violations of federal securities laws,
the sanctions for violations of the Code or the Insider Trading Policy
Statement will vary. Sanctions may be issued by (i) the appropriate
Board(s) of Trustees of the Fund(s) or Fidelity Company, (ii) senior
management, (iii) the Ethics Office, or (iv) other appropriate entity.
Sanctions may include, but are not limited to, (i) warning, (ii) fine
or other monetary penalty, (iii) personal trading ban, (iv) dismissal,
and (v) referral to civil or criminal authorities. Additionally,
other legal remedies may be pursued.
APPEALS PROCEDURES.
If you feel that you are aggrieved by any action rendered with respect
to a violation of the Code of Ethics or a waiver request, you may
appeal the determination by providing the Ethics Office with a written
explanation within 30 days of being informed of such determination.
The Ethics Office will arrange for a review by senior management or
other appropriate party and will advise you whether the action will be
imposed, modified or withdrawn. During the review process, you will
have an opportunity to submit a written statement. In addition, you
may elect to be represented by counsel of your own choosing.
APPENDIX -- BENEFICIAL OWNERSHIP
As used in the Code of Ethics, beneficial ownership will be
interpreted using Section 16 of the Securities Exchange Act of 1934
("1934 Act") as a general guideline, except that the determination of
such ownership will apply to all securities, including debt and equity
securities. For purposes of Section 16, a beneficial owner means:
Any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise, has or shares
a direct or indirect pecuniary interest in the securities.
In general, "pecuniary interest" means the opportunity, directly or
indirectly, to profit or share in any profit derived from a
transaction in the subject securities.
Using the above-described definition as a broad outline, the ultimate
determination of beneficial ownership will be made in light of the
facts of the particular case. Key factors to be considered are the
ability of the person to benefit from the proceeds of the security,
and the degree of the person's ability to exercise control over the
security.
1. SECURITIES HELD BY FAMILY MEMBERS. As a general rule, a person is
regarded as having an indirect pecuniary interest in, and therefore is
the beneficial owner of, securities held by any child, stepchild,
grandchild, parent, step-parent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law (collectively, "immediate family")
sharing the same household. Adoptive relationships are included for
purposes of determining whether securities are held by a member of a
person's immediate family.
2. SECURITIES HELD BY A CORPORATION OR SIMILAR ENTITY. A person shall
not be regarded as having a direct or indirect pecuniary interest in,
and therefore shall not be the beneficial owner of, portfolio
securities held by a corporation or similar entity in which the person
owns securities provided that (i) the person is not a controlling
shareholder of the entity or (ii) the person does not have or share
investment control over the entity's portfolio securities. "Portfolio
securities" means all securities owned by an entity other than
securities issued by the entity. Business trusts are treated as
corporations for these purposes. In addition, the 1934 Act makes no
distinction between public and private corporations for purposes of
determining beneficial ownership.
3. SECURITIES HELD IN TRUST. In general, a person's interest in a
trust will amount to an indirect pecuniary interest in the securities
held by that trust. However, the following persons shall generally
not be deemed beneficial owners of the securities held by a trust:
a) Beneficiaries, unless (i) the beneficiary has or shares investment
control with the trustees with respect to transactions in the trust's
securities, (ii) the beneficiary has investment control without
consultation with the trustee, or (iii) if the trustee does not
exercise exclusive investment control, the beneficiary will be the
beneficial owner to the extent of his or her pro rata interest in the
trust.
b) Trustees, unless the trustee has a pecuniary interest in any
holding or transaction in the securities held by the trust. A trustee
will be deemed to have a pecuniary interest in the trust's holdings if
at least one beneficiary of the trust is a member of the trustee's
immediate family.
c) Settlors, unless a settlor reserves the right to revoke the trust
without the consent of another person; provided, however, that if the
settlor does not exercise or share investment control over the
issuer's securities held by the trust the settlor will not be deemed
to be the beneficial owner of those securities.
Indirect pecuniary interest for purposes of Section 16 also includes a
general partner's proportionate interest in the portfolio securities
held by a general or limited partnership.
Finally, beneficial ownership is not deemed to be conferred by virtue
of an interest in:
a) portfolio securities held by any holding company registered under
the Public Utility Holding Company Act of 1935;
b) portfolio securities held by any investment company registered
under the Investment Company Act of 1940; or
c) securities comprising part of a broad-based publicly-traded market
basket or index of stocks approved for trading by the appropriate
federal governmental authority.
EXAMPLES OF BENEFICIAL OWNERSHIP
1. Securities Held by Family Members
(a) Example 1-A:
X and Y are married. Although Y has an independent source of income
from a family inheritance and segregates her funds from those of her
husband, Y contributes to the maintenance of the family home. X and Y
have engaged in joint estate planning and have the same financial
adviser. Since X and Y's resources are clearly significantly directed
towards their common property, they will be deemed to be beneficial
owners of each other's securities.
(b) Example 1-B:
X and Y are separated and have filed for divorce. Neither party
contributes to the support of the other. X has no control over the
financial affairs of his wife and his wife has no control over his
financial affairs. Neither X nor Y is a beneficial owner of the
other's securities.
(c) Example 1-C:
X's adult son Z lives in X's home. Z is self-supporting and
contributes to household expenses. X is a beneficial owner of Z's
securities.
(d) Example 1-D:
X's mother A lives alone and is financially independent. X has power
of attorney over his mother's estate, pays all her bills and manages
her investment affairs. X borrows freely from A without being
required to pay back funds with interest, if at all. X takes out
personal loans from A's bank in A's name, the interest from such loans
being paid from A's account. X is a significant heir of A's estate.
X is a beneficial owner of A's securities.
2. Securities Held by a Company
(a) Example 2-A:
O is a holding company with 5 shareholders. X owns 30% of the shares
in the company. X will be presumed to have beneficial ownership of
the securities owned by O.
3. Securities Held in Trust
(a) Example 3-A:
X is trustee of a trust created for his two minor children. When both
of X's children reach 21, each will receive an equal share of the
corpus of the trust. X is a beneficial owner of the securities in the
trust.
(b) Example 3-B:
X is trustee of an irrevocable trust for his daughter. X is a
director of the issuer of the equity securities held by the trust.
The daughter is entitled to the income of the trust until she is 25
years old, and is then entitled to the corpus. If the daughter dies
before reaching 25, X is entitled to the corpus. X should report the
holdings and transactions of the trust as his own.
