SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ |
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Filed by a Party other than
the Registrant ☐ |
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Check
the appropriate box: |
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Preliminary
Proxy Statement |
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy
Statement |
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Definitive Additional
Materials |
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Soliciting Material
under Rule 14a-12 |
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Fidelity
Rutland Square Trust II |
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(Name of Registrant
as Specified In Its Charter) |
Payment
of Filing Fee (Check the appropriate box): |
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
Title
of each class of securities to which transaction applies: |
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(2) |
Aggregate number
of securities to which transaction applies: |
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(3) |
Per unit price
or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: |
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(4) |
Proposed maximum
aggregate value of transaction: |
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(5) |
Total Fee Paid: |
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☐ |
Fee
paid previously with preliminary materials. |
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☐ |
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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(1) |
Amount Previously
Paid: |
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(2) |
Form, Schedule
or Registration Statement No.: |
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(3) |
Filing Party: |
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(4) |
Date Filed: |
Proxy
Materials
PLEASE
CAST YOUR VOTE NOW
Strategic
Advisers® Large Cap Fund
Strategic
Advisers® Small-Mid Cap Fund
Dear
Shareholder:
As
a shareholder of one or both of the Strategic Advisers funds named above, you have the opportunity to voice your opinion on the matters
that affect investments in your Fidelity managed account. This letter and accompanying proxy statement contain important information about
the proposals and the materials to use when casting your vote.
A
special meeting of shareholders will be held on July 9, 2024.
To
help you better understand the different proposals, we have included a Q&A as well as the complete proxy statement, which describes
each proposal in greater detail. Please know that each proposal was carefully reviewed by each fund’s Board of Trustees (most of
whom are not affiliated with Fidelity and are responsible for protecting your interests as a shareholder). The Trustees believe these
proposals are in your best interests as a shareholder and recommend that you vote for the proposals.
Voting
is quick and easy. To cast your vote, you may:
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Visit the website indicated
on your proxy card(s), enter the control number found on the card(s) and follow the online instructions; OR |
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Call the toll-free number
on your proxy card(s), enter the control number found on the card(s)and follow the recorded instructions; OR
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If you have received a paper
copy of the proxy card(s), complete the proxy card(s) and return the signed card(s) in the postage-paid envelope. |
Your
vote is important, no matter how large or small your holdings may be. Please vote on these important
proposals that affect the funds you hold. It’s quick and easy. You may cast your vote by telephone or through the internet until
11:59 p.m. ET, on July 8, 2024.
If
you have any questions before you vote, please contact us at 800-544-3455. We’ll be glad
to help you get your vote in quickly. Thank you for your participation.
Sincerely,
Nancy
D. Prior
Chairman
of the Board
Q&A:
A summary to help you understand and vote on the proposals
What
am I being asked to vote on?
You
are being asked to vote on the following proposals, depending on the funds in which you are invested:
1.
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To approve an Agreement and
Plan of Reorganization (the Agreement) relating to the proposed acquisition of Strategic Advisers Large Cap Fund (Large Cap Fund or Target
Fund) by Strategic Advisers U.S. Total Stock Fund (U.S. Total Stock Fund or Acquiring Fund). |
2.
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To approve an Agreement and
Plan of Reorganization (the Agreement) relating to the proposed acquisition of Strategic Advisers Small-Mid Cap Fund (Small-Mid Cap Fund
or Target Fund) by Strategic Advisers U.S. Total Stock Fund (U.S. Total Stock Fund or Acquiring Fund). |
Approval
of each proposal will be determined solely by approval of the shareholders of the respective fund. If shareholders of one fund do not
approve the reorganization, Strategic Advisers LLC (Strategic Advisers), the funds’ investment adviser, will continue to manage
each fund separately.
If
each Agreement is approved by fund shareholders and the reorganizations occur, you will become a shareholder of U.S. Total Stock Fund
instead. Your fund will transfer all of its assets to U.S. Total Stock Fund in exchange solely for shares of beneficial interest of U.S.
Total Stock Fund and the assumption by U.S. Total Stock Fund of your fund’s liabilities in complete liquidation of your fund.
Has
each fund’s Board of Trustees approved the Reorganizations?
Yes.
Each fund’s Board of Trustees has carefully reviewed the proposals and approved the merger of each Target Fund into the Acquiring
Fund (the Reorganization) and Agreement.
The
Board of Trustees unanimously recommends that you vote in favor of each fund’s Reorganization by approving the Agreement.
What
are the reasons for these proposals?
We
believe, and each fund’s Board of Trustees unanimously agreed, that merging the funds is in the best interests of shareholders.
The Board of Trustees considered the following factors, among others, in determining to recommend that you vote in favor of your fund’s
Reorganization by approving the Agreement:
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Each Reorganization would
provide opportunities for improved investment outcomes by reducing redundant risk-mitigation strategies employed in managing each of the
Target Funds separately to their individual benchmarks. |
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Each Reorganization would
permit each Target Fund’s shareholders to receive exposure to all cap equity securities in a single fund with the same investment
objective, reducing the need to trade across funds and potentially realize gains for customers in taxable accounts. |
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Each Reorganization would
eliminate a mismatch of the individual fund benchmark for each respective Target Fund versus the benchmark used in the managed account
program for U.S. equity exposures. |
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The contractual maximum management
fee for the Acquiring Fund is the same as that of Large Cap Fund and lower than that of Small-Mid Cap Fund. |
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Based on annualized expense
data for the period from December 1, 2022 through November 30, 2023, and assuming all proposals are approved and the merger had been in
effect for a full year, for each Target Fund individually, the change in total expenses is expected to be a decrease of 0.16% (16 basis
points (bp)) for Small-Mid Cap Fund and no change for Large Cap Fund. As substantially all managed account clients who own shares of one
Target Fund hold shares of both Target Funds, these shareholders are expected to benefit from a projected decrease of 0.01% (1 bp) in
total expenses when comparing Acquiring Fund total annual operating expenses to the weighted average expense ratio of both Target Funds. |
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Although substantially all
shareholders hold both Target Funds, the mergers will provide clients who hold only one fund with more manager diversification and broadened
portfolio management expertise in a single fund. |
Do
the funds have similar investment objectives and policies?
The
funds have the same investment objective. Each fund seeks capital appreciation. Although the funds have similar principal investment strategies,
there are some differences of which you should be aware. A comparison of each fund’s principal investment strategies is on pages
5-9 of the enclosed proxy statement.
Who
are the fund managers for each fund?
Gopalakrishnan
Anantanatarajan is Co-Portfolio Manager of the Large Cap Fund and the U.S. Total Stock Fund. Since joining Fidelity Investments in 2006,
Mr. Anantanatarajan has worked as a senior research analyst, research analyst, research associate, senior research associate, and portfolio
manager. Mr. Anantanatarajan is expected to continue to be responsible for portfolio management of the combined fund after each Reorganization.
Niall
Devitt is Lead Portfolio Manager of the Large Cap Fund and the U.S. Total Stock Fund. Mr. Devitt joined Fidelity Investments in 2001 and
has been a part of Strategic Advisers since 2006, where he has worked as a research associate, analyst, and portfolio manager. Mr. Devitt
is expected to continue to be responsible for portfolio management of the combined fund after each Reorganization.
Barry
Golden, CFA, is Lead Portfolio Manager of the Small-Mid Cap Fund and Co-Portfolio Manager of the U.S. Total Stock Fund. He also manages
other funds. Since joining Fidelity Investments in 2001, Mr. Golden has worked as a research analyst, associate director of investments
for Strategic Advisers' Charitable Gift Fund, portfolio manager, and as a team leader for Strategic Advisers' alternatives research investment
team. Mr. Golden is expected to continue to be responsible for portfolio management of the combined fund after each Reorganization.
Mark
Mahoney is Co-Portfolio Manager of the Small-Mid Cap Fund, which he has managed since 2022. Since joining Fidelity Investments in 2002,
Mr. Mahoney has worked as a team leader and portfolio manager.
How
will the proposed Reorganizations affect the day-to-day management of the new fund?
If
the proposed Reorganizations are approved by shareholders, Strategic Advisers will continue to direct the investments of the new fund,
consistent with the fund’s investment objective, policies and limitations, as disclosed in the fund’s registration statement.
Consistent with Strategic Advisers’ current responsibility on each Target Fund, Strategic Advisers will continue to be responsible
for allocating the assets of U.S. Total Stock Fund among various sub-advisers and/or underlying funds.
Mr.
Devitt, Lead Portfolio Manager of the Large Cap Fund, will be the Lead Portfolio Manager on the U.S. Total Stock Fund, and Mr. Anantanatarajan,
Co-Portfolio Manager of the Large Cap Fund, and Mr. Golden, Lead Portfolio Manager of the Small-Mid Cap Fund, will both be Co-Portfolio
Managers on the U.S. Total Stock Fund.
A
listing of the approved sub-advisers on each fund is on pages 10-11 of the enclosed proxy statement.
What
additional information can you provide on the projected expense changes for each fund?
As
shown below, the Reorganizations are expected to result in the same total annual operating expenses for the Large Cap Fund and lower total
annual operating expenses for the Small-Mid Cap Fund. For shareholders who own shares of Large Cap Fund only, total expenses are not expected
to change. The Reorganizations are expected to result in lower expenses for shareholders who own shares of both Target Funds when comparing
the combined weighted average expenses of both Target Funds to the total operating expenses of the combined U.S. Total Stock Fund.
Each
fund’s maximum management fee may not exceed the rates in the table below. The contractual maximum management fee for the U.S. Total
Stock Fund is the same as that of the Large Cap Fund and lower than that of the Small-Mid Cap Fund.
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Total
Annual Operating Expenses (after fee waiver) |
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0.24
% |
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0.40
% |
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0.25
% |
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0.24%
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Projected
Increase/(Decrease) in Total Annual Operating Expenses |
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— |
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(0.16)% |
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(0.01)% |
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N/A
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Maximum
Management Fee |
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0.65% |
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1.10
% |
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N/A |
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0.65% |
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As
noted in the proxy statement and each fund’s prospectus, Strategic Advisers may actively adjust the allocation of each fund’s
assets at any time, including the allocation among different sub-advisers and/or between sub-advisers and underlying funds. As a result,
total annual operating expenses of each fund may vary over different periods, subject to the maximum management fee disclosed in the fee
table above, which may not be increased without shareholder approval, and any contractual fee waiver arrangements.
Please
read the pro forma combined fee table on pages 13-14 of the proxy statement for a comparison of the fees and expenses of each Target Fund
and the Acquiring Fund.
How
will you determine the number of shares of U.S. Total Stock Fund that I will receive?
Although
the number of shares you own will most likely change, the total value of your holdings will not change as a result of your fund’s
Reorganization. As of the close of business of the New York Stock Exchange on the closing date of each Reorganization, the number of shares
to be issued will be based on the relative net asset values of each respective fund at the time of the exchange. The anticipated closing
date is August 16, 2024, or such other time and date as the parties to the Agreement may agree.
Is
a Reorganization considered a taxable event for federal income tax purposes?
No.
Each fund will receive an opinion of counsel that its Reorganization will not result in any gain or loss for federal income tax purposes
either to the Large Cap, Small-Mid Cap, or U.S. Total Stock Fund, or to the shareholders of any fund, except that Large Cap Fund and Small-Mid
Cap Fund may recognize a gain or loss with respect to assets (if any) that are subject to mark-to-market tax accounting due to the Target
Funds’ tax years closing as of the date of the Reorganizations. For more information, please refer to the section of the proxy statement
entitled “The Proposed Transactions – Federal Income Tax Considerations.”
General
Questions on the Proxy Statement
What
role does the Board play?
The
Trustees serve as representatives of the funds’ shareholders. Members of the Board are fiduciaries and have an obligation to serve
the best interests of shareholders. In addition, the Trustees review fund performance, oversee fund activities, consider fund policy changes,
and review contractual arrangements with companies that provide services to the funds.
Who
bears the expenses associated with this proxy solicitation?
The
expenses associated with (i) preparing this proxy statement, its enclosures, and all solicitations; and (ii) reimbursing brokerage firms
and others for their reasonable expenses in forwarding solicitation materials to the beneficial owners of shares, will be borne by each
Target Fund.
What
do I need to do?
How
many votes am I entitled to cast?
As
a shareholder, you are entitled to one vote for each dollar of net asset value you own of each Target Fund on the record date. The record
date is May 13, 2024.
How
do I vote my shares?
You
can vote your shares by visiting the website indicated on your proxy card(s), entering the control number found on the card(s) and following
the online instructions. You may also vote by touch-tone telephone by calling the toll-free number on your proxy card(s), entering the
control number found on the card(s) and following the recorded instructions. In addition, if you have requested paper proxy materials,
you may vote by completing and signing the proxy card(s) and mailing them in the postage-paid envelope.
If
you need any assistance or have any questions regarding the proposals or how to vote your shares, please contact us at 800-544-3455.
How
do I sign the proxy card?
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Individual
Accounts: |
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Shareholders
should sign exactly as their name appears on the account registration shown on the card. |
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Joint
Accounts: |
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Either
owner may sign, but the name of the person signing should conform exactly to one of the names shown in the registration. |
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All
Other Accounts: |
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The
person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, “Ann B. Collins,
Trustee.” |
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Who
is Broadridge Financial Solutions, Inc. (Broadridge)?
Broadridge
is a third-party proxy vendor that Fidelity has hired to call shareholders and record proxy votes. In order to hold a shareholder meeting,
a quorum must be reached. If a quorum is not attained, the meeting may adjourn to a future date. Fidelity attempts to reach shareholders
via multiple mailings to remind them to cast their vote. As the meeting approaches, phone calls may be made to clients who have not yet
voted their shares so that the shareholder meeting does not have to be postponed.
Voting
your shares immediately will help minimize additional solicitation expenses and prevent the need to make a call to you to solicit your
vote.
Remember,
the above is only a summary of the proposals. Please read the proxy statement for complete details on the proposals.
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Subject: Your
Vote is Important - Fidelity Funds Special Meeting of Shareholders
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Dear Investor,
We were unable to notify you electronically
of the Availability of Important Proxy Materials for a Fidelity fund maintained in your account(s). We attempted to send the notice to
your e-mail address, as reflected on our records. That e-mail address appears to be invalid.
To correct your e-mail address, please log
in to one or more of your online account(s) and follow the instructions.
If this e-mail address is correct, there may be another issue
preventing the receipt of these e-mails. Here are some things you should do:
| • | Confirm that your e-mail account is still active. |
| • | Make sure that your e-mail inbox is not full (over its capacity). |
| • | If you are using an e-mail address provided by your employer, make sure that you can receive e-mails from outside parties. |
| • | Ask your e-mail provider if it has experienced an outage in its system. |
Because we were unable to send the notice
to you electronically, we are sending this notice and the related Proxy Materials (enclosed) to you in paper form. You may continue to
receive Proxy Materials in paper form until you provide us with a valid e-mail address.
Please read the enclosed Proxy Materials and vote your shares promptly.
Your vote is extremely important, no matter how large or small your holdings may be.
Form of
Broadridge Touch–Tone Voting Script
1–877–296–4941
Generic
Greeting: |
“Thank
you for calling the Automated Proxy Voting Service.” |
Shareholder
Hears: |
“You
must be calling from a touch–tone telephone in order to use this system and already
have read the proxy statement and made your voting decisions.”
“Press
1 if you are calling from a touch–tone telephone and have your proxy card in front of you.” |
Shareholder
presses “1” and hears: |
“Let’s
Begin.”
**
If shareholder does not press anything two times they will hear after each non– response: “I have not received your
response. Press 1 if you are calling from a touch–tone telephone and have your proxy card in front of you.”
**
If the shareholder does not press anything a third time they will hear: “Please call back when you have your proxy card
available. Thank you for calling. Good–bye.” |
Enter
Control Number Script - Shareholder hears: |
“Please
enter the control number, which is located in the box indicated by the arrow on your proxy
card or notice, followed by the pound sign.”
**
After pressing the number 1; if shareholder does not enter a control number after one and/or two prompts, they will hear:
“I have not received your response. Please enter the control number, which is located in the box indicated by the arrow on
your proxy card or notice, followed by the pound sign.”
**
After pressing the number 1; if shareholder does not enter a control number after three prompts, they will hear: “Sorry,
since your entry of the control number was invalid, we are not able to process your transaction at this time. You will be able to
access the system again in 24 hours. We have not recorded a vote. Good–bye.” |
Shareholder
Enters Consolidated Control number☐ |
You
have entered your EZ Vote consolidated control number. This allows you to cast one consolidated
vote for all of your accounts. All accounts will be voted in the same manner based on your
voting instructions. To cast a consolidated vote for all of your accounts, press 1 now. To
vote each of your accounts separately, press 2 now.
If shareholder presses
1 to vote consolidated, Script goes down Voting script:
If shareholder Press 2 to vote accounts separately, shareholder will hear:
You
have elected to vote each of your account separately. You will find these accounts on the subsequent pages. Please note: that each
account has it’s own control number. We are now ready to accept your vote for control number {---} (control number is read).
Script goes to Proposal Voting |
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Script
goes down to Voting Script
Valid
Control Number: (See “Voting” Script)
Invalid
(Input 1 or 2 times) less than 16 digits: “Sorry your input was invalid”. Please enter the control number, which
is located in the box indicated by the arrow on your proxy card or notice, followed by the pound sign.”
Invalid
(input 1 or 2 times) more than 16 digits: “Sorry your input was invalid.” Please enter the control number, which
is located in the box indicated by the arrow on your proxy card or notice, followed by the pound sign.”
Invalid
control number (input 1 or 2 times): 16 digits: “Control number is invalid”. Please enter the control number, which
is located in the box indicated by the arrow on your proxy card or notice, followed by the pound sign.”
Invalid
Input = (Input 3 times) less than or more than 16 digits: “Sorry, since your entry of the control number was invalid, we
are not able to process your transaction at this time. You will be able to access the system again in 24 hours. We have not recorded
a vote. Good–bye.”
Invalid
16 digit control number (Input 3 times): “Control number is invalid. Sorry, since your entry of the control number was
invalid, we are not able to process your transaction at this time. You will be able to access the system again in 24 hours. We have
not recorded a vote. Good–bye.”
If
shareholder calls back and tries to record a vote after Invalid Input = 3x. The following is heard: “Sorry, since your
entry of the control number was invalid, we are not able to process your transaction at this time. You will be able to access the
system again in 24 hours.”
Valid
control number, but Shareholder has already voted: “A vote has already been recorded for this control number. If you want
to change your vote, press 1, if you do not want to change your vote press 2. (See “Enter Control Number Script).
If
shareholder presses 1 – shareholder is directed to the “Voting“ Script
Valid
control number, but Shareholder has just voted a proxy with the same proposals: “The nominees and/or proposals for this
control number are the same as your last proxy vote. If you would like to vote this control number in the same manner as the
previous control number, press 1. If you would like to vote this control number differently, press 2.”
If
shareholder presses 1 - shareholder goes to “Completed Proposal Voting” Script #2
If
shareholder presses 2 - shareholder goes to “Voting” Script |
Voting:
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“Press
1 to vote each item individually. You are encouraged to specify your choices by voting each
item individually. However, if you do not vote each item individually, your vote will be
cast as recommended by the Board of Directors. Press 2 if you will not vote on each item
individually.” |
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If
shareholder doesn’t make a selection: the first two times the shareholder hears: “I
have not received your response” followed by a repeat of “Voting” Script;
Upon the third non–response the shareholder hears “We have not recorded a
vote - good–bye” and the call ends
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Shareholder presses: |
Shareholder
hears: |
1 |
“If
you wish to vote for all nominees press 1. To withhold all nominees, press 2. To withhold specific nominees, press 3.” Upon
selection shareholder goes to “Nominee Vote Script” |
2 |
Shareholder
goes to “Completed Proposal Voting” Script #2 |
Nominee
Vote Script: (Trustee election proposal) |
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Shareholder
presses: |
Shareholder
hears: |
1 |
“Proposal
Voting.” Goes to “Proposal Vote Script”. |
2 |
“Proposal
Voting.” Goes to “Proposal Vote Script”. |
3 |
“To
withhold a nominee, enter the 2 digit number that is in front of the name of the nominee
you wish to withhold. If you are finished, enter 00.”
After
each election shareholder hears: “O.K. If you wish to withhold another nominee enter the 2 digit number that is in front
of the name of the nominee you wish to withhold. If you are finished, enter 00.”
Upon
entering ‘00’ shareholder goes to “Proposal Vote Script.”
(Continued
and confirmed for each nominee(s))
See
Confirm Options below. |
Proposal
Vote Script: |
If
there are not additional proposals, Shareholder hears: |
“There
are no proposals for this proxy vote.” Goes to “Completed Proposal Voting” Script 2 |
If
there are additional proposals, Shareholder hears: |
“(There
are/There is)<#Proposals> (additional) proposal[s] to vote on.” Before each proposal
the Shareholder will hear “We are ready to accept your vote for proposal <n>.”
The
selections are:
For/Against/Abstain
For/Against
For/Abstain
For/Withhold
For/Against/Withhold
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For/Against/Abstain
Script: |
“If
you are voting for this proposal, press 1. If you are voting against this proposal press
2, If you wish to abstain press 3.”
**Based
on the shareholder’s selection, the prompt will confirm their choice of [for/against/abstain] |
For/Against
Script: |
“If
you are voting for this proposal, press 1. If you are voting against this proposal press
2.”
**Based
on the shareholder’s selection, the prompt will confirm their choice of [for/against].
See
Confirm Options below. |
For/Abstain
Script: |
“If
you are voting for this proposal, press 1. If you wish to abstain press 2.”
**Based
on the shareholder’s selection, the prompt will confirm their choice of [for/abstain].
See
Confirm Options below. |
For/Withhold
Script: |
“If
you are voting for this proposal, press 1. If you wish to withhold press 2.”
**Based
on the shareholder’s selection, the prompt will confirm their choice of [for/withhold].
See
Confirm Options below. |
For/Against/Withhold
Script: |
“If
you are voting for this proposal, press 1. If you are voting against this proposal press
2, If you wish to withhold press 3.”
**Based
on the shareholder’s selection, the prompt will confirm their choice of [for/against/withhold].
See
Confirm Options below. |
Completed
Proposal Voting: |
Script
1: “You have completed Proposal Voting”
Script
2: “One moment, while I log your ballot. A vote has been recorded for control number <Control Number>.”
This
text will be heard following the final proposal on the voting ballot. |
Confirm
Options: |
“Let
me confirm.” [If shareholder pressed 2 in the “Voting” section to not
vote each item individually he/she will hear: “You have elected to vote as the
Board recommends” before the vote is summarized as detailed immediately below:
If
shareholder pressed 2 in the “Voting” section to not vote each item individually, when vote is summarized, he/she will
hear “No vote has been recorded {proposal #} for non applicable proposals.] |
Nominee Confirmation:
Proposal Confirmation:
|
[You
have voted for all nominees]/
[You have voted to withhold all nominees]/
[You have voted to withhold specific nominees. You have voted to withhold nominee ## (Repeated
as necessary)]
“You
have voted [For/Against/to Abstain from] Proposal ##.”
(Repeated
as necessary) |
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Vote
Logged |
Script:
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Vote
is sent to mainframe |
“If
these elections are correct, press 1. To vote again, press 2. To hear your vote again, press
3.”
If shareholder
presses 1: Shareholder then goes to “Vote Another?“ Script.
If
shareholder presses 2: they are directed to the “Voting” Section.
If
shareholder presses 3: they are directed to the “Confirmation Options” Section. |
Vote
Another?: |
Script:
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Shareholder
wants to/does not want to vote on another proposal. |
“If
this concludes your business press 1, if you would like to vote another proxy press 2.”
If
shareholder presses 1: “All of your votes have been recorded by the telephone proxy voting service. Do not mail in your
proxy card. Keep it as a record of your vote. Thank you for calling. This concludes your transaction. Good–bye.”
If
shareholder presses 2: Shareholder is directed to “Enter Control Number Script” Section. |
Error
Messages: |
Auto
Proxy Unavailable Error: |
“We
are sorry. The Automated Proxy Voting Service system is unavailable at this time. Please try your call again later.” |
Meeting
Date has passed: |
“Sorry,
the control number you entered is no longer valid. |
Control
number no longer valid: |
“Sorry,
the control number you entered is no longer valid. |
Invalid
Control Number entered 3 times: |
“Sorry,
since your entry of the Control Number was invalid we are not able to process your transaction at this time. You will be able to
access the system again in 24 hours.” |
FORM OF
BROADRIDGE INTERNET SCREEN SCRIPT FOR INTERNET VOTING
AND NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
SCREEN 1
[Prior to entering a control number at
www.proxyvote.com/proxy, shareholder sees Screen 1]
Text – (centered )
Proxy Vote
Text - centered
POWERED BY {logo} Broadridge
Text – (centered )
Make your vote count today.
Text – (centered)
Enter ProxyVote.com below with your control number or sign in.
Page is divided into 2 sections
Left hand side
Vote without signing in
Enter Your Control Number:
Input - (indented)
[box in which to enter your control number appears here]
Question mark in which circle follows the box in which to enter control
number:
If shareholder clicks “?”, a pop-up box with the following
language appears:]
Postal Mail Recipients
Please enter your control number which is labeled as such or is located
in a box with an arrow
E-Mail Recipients
Your Control Number can be found next to the field labeled “Control
Number” in the body of your email.
Forgot your control Number? Sign in or Create an Account
Centered orange box: Get Started
[If shareholder clicks on “Get Started” before inputting
a valid control number, the following error message appears:]
No control number entered: “Caution symbol” Please enter
your control number to continue.
Invalid Control number entered: “Caution Symbol” We
weren’t able to verify the control number you entered. Please re-enter the number or contact your financial institution for more
help.
Control number entered is not 13 or 16 digits: “Caution Symbol”
Control number should be 13 or 16 digits.
[If shareholder clicks on “Get Started” after inputting
a valid control number, Screen 2 appears.]
If shareholder already has a proxyvote account set up and does
not sign into their account, they will receive the following pop up message:
Blue banner with which text: !We see that you have a ProxyVote
account. Sign in below, or skip sign in to go straight to the agenda.
White X will close the pop up if shareholder chooses to sign in
If shareholder click the ‘skip sign in’ url they will be
brought directly to agenda page
If shareholder clicks link to Create an Account they are brought
to the Create an Account page.
Heading: ProxyVote logo | Powered by Broadridge
<Sign In Create
an account – White circle with blue question mark *Required Field
If shareholder clicks on the question mark the following pop up
appears
Why Create a ProxyVote Account?
You’ll be able to enter ProxyVote.com without a Control
Number and access all of the open meeting agendas you are eligible to vote.
Shareholder inputs information in white boxes
Your first name* |
Email address* |
Your last name* |
Choose a password* (Minimum 8 characters, 1uppercase letter, |
|
1 lowercase letter, 1 number, 1 special character) |
Mobile number with country code (optional) |
Re-enter password* |
White Box: By checking this box, I agree to the Terms and Conditions
for creating a ProxyVote account and to receive emails regarding my account.
When shareholder clicks the box the following pop up window opens:
ProxyVote Account Establishment Terms
This website and mobile application (“ProxyVote”),
is a service of Broadridge and its affiliates, and is offered to you conditioned upon your acceptance of the terms and conditions set
forth in the Terms of Use and Linking Policy, our Privacy StatementOpens in new window and the additional terms set forth below (the
“ProxyVote Terms”).
We operate and host ProxyVote on behalf of our bank, broker/dealer,
and issuer clients. ProxyVote is being provided as an administrative convenience to users, and the platform and its contents do not constitute
an independent solicitation by Broadridge or its clients. We may collect personal information that you provide on ProxyVote, which may
include the log-in email address and password you provide when you create an account on ProxyVote, as well as information you may provide
to “link” accounts held through multiple clients to ProxyVote. This data is being collected by Broadridge, not directly,
but on behalf of our clients, to enable us to provide services through ProxyVote. All personal information collected via ProxyVote is
Confidential Information of each client where you have an account, and Broadridge may share such information with such clients upon request.
When you create an account on ProxyVote, and “link”
any accounts held through multiple clients, you instruct Broadridge, and Broadridge will, on behalf of our clients, display data for
multiple meetings relating to different client Control Numbers assigned to you (found on your mailed Voter Instruction Form), using only
your ProxyVote log-in email address and password.
When shareholder returns to the Create an account page, they must
click the Create Account button: Orange box with white text: Create Account.
The following message appears: Green background with white text
Please verify your email. Check your email at the address you provided
and click the “Verify My Email Address” button provided to return to ProxyVote.com, where you will have access to any available
meetings. This verification will expire after 10 minutes. Didn’t receive your verification email? Resent Verification Email
Below email sample
From: registrar@proxyvote.com
Date: April 25, 2024 at 12:52:26 PM EDT
To: khoyt1107@gmail.com
Subject: Complete your ProxyVote account setup
Your account setup is almost complete!
To complete your new ProxyVote account setup, please verify
this email address by pressing the “Verify My Email Address” button below. This verification email will expire after 10 minutes.
You will be taken to a screen that displays all of the meetings
that you are currently eligible to vote, as well as links to update your settings.
Blue button with white text: Verify My Email Address
If you did not initiate this email by creating a ProxyVote account,
you may ignore this email and the new account will not be created.
ProxyVote logo |
Powered by Broadridge |
When shareholder click the Verify my Email Address button they
are brought directly to the welcome page on proxyvote.com (Screen 2 Meeting Agenda tab)
Right hand side of the Landing Page
Sign In To Your Account
Your email address
Input - (indented)
[box in which to enter your control number appears here]
Your password
Input - (indented)
[box in which to enter your password appears here]
Forgot Your password?
If shareholder clicks the link Forgot Your password, the following
pop up appears:
Text centered: Enter Your Email Address
An email will be sent to you with a verification
code. Enter that code and your new password on the Reset Password Page.
Heading: Email address
Box in which to enter your Email address
Blue button with white text: Submit
Orange button with white text: Sign In
If shareholder signs in with incorrect email address or password
they receive the following message:
!Invalid email address and/or password. Please try again or create
an account.
Hit the X to get out of the message
If shareholder successfully enters their Email address and password
they are brought to Screen 2 by hitting the Sign In button (Orange box with white text: Sign In
What is a proxy vote? Followed by a question mark. If shareholder
clicks the ? the following pop-up opens
If shareholder does not have an account and wants to set up an
account, they can click the following:
Blue Box with white text: Create an Account
Shareholder is brought to the Create an Account page (see above
steps to create an account)
What is a proxy vote?
Public companies and mutual
funds hold shareholder meetings where key issues on business strategy or how the organization is governed are discussed. Shareholder
meeting attendees are asked to vote on issues that impact the future direction of the company or fund. And while many shareholders do
not attend these meetings, they are still able to have their voice heard by voting by proxy.
Go to www.shareholdereducation.com
to learn more.
To access materials without a control number: Click Here (link
appears here} to view Proxy Materials or Information Statements for the Fidelity funds. [If shareholder clicks on “Click here”,
they are taken to the Proxy Materials web page at materials.proxyvote.com.]
Protected by reCAPTCHA and Google’s Privacy and Terms
© 2024 Broadridge Financial Solutions, Inc. ProxyVote and
Broadridge are registered trademarks of Broadridge Financial Solutions, Inc.
CUSIP is a registered trademark of the American Bankers Association.
All other trademarks belong to their respective owners.
Links right justified
Accessibility Statement Privacy Statement Terms
of Use & Linking Policy.
SCREEN
2 – Meeting Agenda tab
Shareholder
has an account
[Upon
entering valid email address and password on page 1, shareholder sees screen 2]
Blue
banner with white text. Left Justified
Sign
In/Create Account Exit ProxyVote
If shareholder clicks
Exit ProxyVote, this pop up appears:
Text centered:
Exit ProxyVoteAre
you sure you want to sign out?
If you have any unsaved changes, they will be lost.
White button blue
text centered:
No, Cancel
If shareholder selects
No, Cancel they are brought back to voting page
Blue button white
text:
Yes, Sign Out Now >
If shareholder select
Sign Out Now they are brought back to the landing page to enter control number
Blue X in upper
right hand corner of pop up
If Shareholder clicks
blue X, Shareholder is brought back to agenda page
ProxyVote logo centered
2 tabs:
My Meetings Investor Education
Greeting: Hello,
{shareholder name}!
My Available Meetings
Enter your control
number
Blank box Blue
box with white text Get Started
If shareholder enters
a control number and hits the ‘Get Started’ button they are brought to the Agenda page
Here are the meetings
you can vote
3 tabs
Active Meetings
Recently Voted Meetings
Past Meetings –
Note: Shareholder
is in the Active Meetings tab which is underlined
Search active meetings
- Shareholder can enter their control number here. This will not populate unless shareholder does have other
active meetings.
Blank box with magnifying
glass symbol
The following meetings
are available now for you to vote. They are ordered by voting deadline date.
To access other
meetings you may link a new investment account or enter a control number above.
If shareholder click
the ‘link a new investment account’ url, they are brought to the My Settings page.
Text Centered: My
Settings
These settings will
apply to all your linked accounts across any investment entities you have associated with ProxyVote.com
My Account is underlined
and active
First name
{shareholders name}
Last name
{shareholders last
name}
Email address
{shareholder email
address}
Mobile number (optional)
Will be displayed
if previously provided
Password
***** (masked)
Blue button white
text: small pencil icon Edit
Shareholder can
update their account information above
Linked Accounts
Financial institutions named
here if applicable
Linked by method
of linking an account. Either by control number or by email address
Account number ********
(masked) icon unlink
If shareholder clicks
the unlink icon the following pop up message appears
Unlink Account
Are you sure you
want to unlink this account? This action cannot be undone.
White box blue
text: No, cancel |
Blue box white
text Yes, unlink this account |
Dark bolded line
Blue circle with
white + Add a new email address linked to another investment account
When shareholder
click the +
Enter a new email
address
White box
Blue Submit button
Blue circle with
white +
Add a control number
linked to another investment account
Enter your control
number
White box to input
Enter postal code
Which box to input
Blue submit button
Fund name |
Blue button with
white text: Vote> |
Meeting
Voting Deadline:
MM DD, YYYY
Control # xxxxxxxxxxxxxxxx
When shareholder
hits the Vote button they are brought to the Agenda page for voting
If shareholder selects
the Recently Voted Meetings tab
Message displayed
if not applicable: You have no recently voted Meetings
If shareholder has
a meeting they recently voted on
Fund name
Meeting
Control # xxxxxxxxxxxxxxxx
If there are no
recently voted meetings the message displayed is: You have no recently voted meetings
If shareholder selects
the Past Meetings tab
Search past meetings
Blank box with magnifying
glass symbol
The following meetings
are now closed. They are ordered by meeting date.
Fund Name |
Blue button with
white text: Review Your Vote> |
Meeting Date: mm
dd, yyyy
Control # xxxxxxxxxxxxxxxx
If shareholder clicks
the Review Your Vote button they are brought to the agenda page for that control number.
SCREEN 2 – Meeting Agenda tab
Shareholder does not have an account and entered
their control number on Page 1
Text Centered – Grey Banner
Applicable {FIDELITY FUND NAME} for a single control number or {Blank}
upon entering a consolidated control number
{Tabs - Centered}
My Meetings |
Meeting Agenda |
Learn Before You Vote |
Meeting Agenda Tab is underlined. This is the current view
Learn Before You Vote Tab brings shareholder to Screen 3
Text - (Centered)
[YYYY] [year of shareholder meeting appears
here] Special Meeting
To be held [DAY, MONTH DD, YYYY] [initial or subsequent
adjourned meeting date appears here]
Meeting Agenda
Not Voted / Voted
Vote by {Month DD, YYYY} 11:59 p.m. EDT / EST
Documents to Review Before You Vote: {Question mark
in blue circle)
Upon clicking question mark: In advance of a
meeting of shareholders, the company is required to provide proxy materials digitally or physically to all shareholders, including information
in the proxy statement regarding items to be considered at the meeting.
ICON {Piece of paper with folded right corner}
One ICON represents each applicable document e.g.,
Proxy statement, Prospectus
Hyperlink to Proxy Statement
Pop up appears upon clicking on materials link:
This link will open a page outside of ProxyVote.com
Don’t worry - ProxyVote.com
will remain open in this window for you to return and finish your session.
Shareholder click blue X to exit pop up
White box blue text – Cancel
- Pop up window closes
Blue box white text – Continue >
- Shareholder is brought to proxy material
Notice and Access link to request materials
Hyperlink underlined: Request Printed Materials for this
Meeting >
Pop Up box Opens
Blue X in right hand corner will close this box.
Request Printed Materials
The following documents will be delivered to the mailing address
you have on file for this account:
Radio Button with applicable materials {Proxy Statement}
Open Box Deliver printed documents for all meetings associated
with your account.
A check mark populates when shareholder clicks this box
Hyperlink in white text in blue box: Send Printed Documents
>
After selecting the Send Printed Documents link the following
box opens
Your request for materials has been submitted. Green check within
a green circle
Blue X in right hand corner will close this box
If shareholder makes additional request for hard copy the following
message appears in red text preceded by a red triangle caution symbol: You have a pending request on file.
Text - (left justified)
Proposal(s)
Text - (left justified) |
Text right justified (if not consolidated) |
Mark your selections below, using the options on the right
side of the page. |
Shares available: x.xxxxx |
Text (left justified) if Consolidated control number:
Grey Banner
You have multiple investments which are grouped together and can
be voted the same way or voted individually.
Vote Options are right justified
Radio button Group Proposals Radio
Button Vote Individually
*see below for details
01. [Title of proposal will be inserted]. |
|
Text - (left justified) |
|
Vote Board of Trustees: |
|
|
Text (right justified) |
|
Box: Vote Trustees individually* |
|
Radio Button For All Radio Button Withhold All |
[Name of nominee for Trustee election] |
|
[Name of nominee for Trustee election] |
|
[Name of nominee for Trustee election] |
|
Board Recommendation: For |
|
[If shareholder selects the “Vote
Trustees Individually” button, the Trustee list is expanded as shown below: |
|
|
[Name of nominee for Trustee election] |
[FOR][WITHHOLD] |
Board Recommendation: For |
|
|
|
[Name of nominee for Trustee election] |
[FOR][WITHHOLD] |
Board Recommendation: For |
|
|
|
[Name of nominee for Trustee election] |
[FOR][WITHHOLD] |
Board Recommendation: For |
|
02. [Title of proposal will be inserted]. |
|
Text - (left justified) |
Radio Buttons Right
Justified: For Against Abstain |
Board Recommendation: [For / Against] |
|
|
|
03. [Title of proposal will be inserted]. |
|
Text - (left justified) |
Radio Buttons Right
Justified: For Against Abstain |
Board Recommendation: [For / Against] |
|
|
|
04. [Title of proposal will be inserted]. |
|
Text - (left justified) |
Radio Buttons Right
Justified: For Against Abstain |
Board Recommendation: [For / Against] |
|
Right justified: X within a circle
– Reset. If this button is selected pop up message appears: Click this icon to reset your voting choice |
|
|
For Proxy Cards |
|
|
Text right justified |
|
By
clicking Submit Vote, I am hereby appointing a proxy
When shareholder clicks link to ‘appointing
a proxy’ the following pop up appears. Click Blue “X” to close |
|
|
Text Centered: |
Appointee
Designation
Click the submit vote button to sign and submit
your proxy vote and to appoint [Name of Chairman], [Name of Proxy Agent], and [Name of Independent Trustee Proxy Agent], or any one
or more of them, attorneys, with full power of substitution to vote all Fund shares that you are entitled to vote. |
|
|
|
Right justified Blue Box: “Submit Vote”
button |
|
|
|
|
Shareholder will exit by clicking the blue X |
|
Return to the Meeting Agenda page |
|
*If shareholder selects: Vote Individually button, the Fund
Names will populate
Text Left justified
FIDELITY FUND NAME
Control # XXXXXXXXXXXX1234
01. [Title of proposal will be inserted]. |
|
Text - (left justified) |
|
Vote Board of Trustees: |
|
|
Text (right justified) |
|
Box: Vote Trustees individually |
|
Radio Button For All Radio Button
Withhold All |
Election of Trustee: [Name of nominee for Trustee election] |
|
Election of Trustee: [Name of nominee for Trustee election] |
|
Election of Trustee: [Name of nominee for Trustee election] |
|
Board Recommendation: For |
|
|
|
[If shareholder selects the “Vote
Trustees Individually” button, the Trustee list is expanded as shown below: |
|
1. Vote Board of Trustees: |
|
Election of Trustee: [Name of nominee for Trustee election] |
|
Board Recommendation: For |
|
|
[FOR][WITHHOLD] |
|
|
Election of Trustee: [Name of nominee for Trustee election] |
|
Board Recommendation: For |
|
|
[FOR][WITHHOLD] |
|
|
Election of Trustee: [Name of nominee for Trustee election] |
|
Board Recommendation: For |
|
|
[FOR][WITHHOLD] |
|
|
|
|
02. [Title of proposal will be inserted]. |
|
|
Text - (left justified) |
Radio Buttons Right Justified: For Against Abstain |
|
Board Recommendation: [For / Against] |
|
|
|
|
|
03. [Title of proposal will be inserted]. |
|
|
Text - (left justified) |
Radio Buttons Right Justified: For Against Abstain |
|
Board Recommendation: [For / Against] |
|
|
|
|
|
04. [Title of proposal will be inserted]. |
|
|
Text - (left justified) |
Radio Buttons Right Justified: For Against Abstain |
|
Board Recommendation: [For / Against] |
|
|
|
|
|
Right Justified - Button with Blue Text |
|
|
Reset All |
|
|
When shareholder click Reset All, pop up appears: |
|
|
Reset
All Proposals.
This will clear all the voting choices you have made
so far on this page. Are you sure you want to continue?
|
|
|
White box – blue text: No Cancel |
Blue box – white text – Yes, Reset All |
|
|
|
|
For
Consolidated: If Fund is not voting on a proposal, the non- applicable proposals will be
displayed as follows:
Text left justified |
|
{proposal #} Proposal text: Not Applicable |
{No
voting buttons} |
|
|
|
|
|
|
|
For Proxy Cards Text
right justified |
|
|
|
By
clicking Submit Vote, I am hereby appointing a proxy
When shareholder clicks link to ‘appointing
a proxy’ the following pop up appears. Click Blue “X” to close |
|
|
|
|
|
|
Text
Centered:
Appointee Designation
Click the submit vote button to sign and submit
your proxy vote and to appoint [Name of Chairman], [Name of Proxy Agent], and [Name of Independent Trustee Proxy Agent], or any one
or more of them, attorneys, with full power of substitution to vote all Fund shares that you are entitled to vote. |
|
|
|
Right justified Blue Box: “Submit
Vote” button |
|
|
|
If shareholder leaves a proposal unvoted the following
pop up appears: |
|
|
Text centered
Just a moment…
We noticed that you left at least one proposal unvoted. Please
note that any unvoted proposals will be counted as voting with the Board of {Trustees}
Shareholder can select blue X to exit the pop up
Shareholder can select Submit. If Submit is selected,
the shareholder is sent back to the Thank you Page Screen 4.
Text - (centered)
{copyright symbol} 2024 Broadridge Financial Solutions, Inc. ProxyVote
and Broadridge are registered trademarks of Broadridge Financial Solutions, Inc.
CUSIP is a registered trademark of the American Bankers Association. All
other trademarks belong to their respective owners.
Links - (right justified)
Accessibility Statement Privacy Statement Terms
of Use & Linking Policy
SCREEN 3 – Learn Before You Vote Tab
Blue banner with white text. Left Justified
Control #************1234 Sign Out
See Screen 2 for Sign Out button functionality
Text Centered
Applicable {FIDELITY FUND NAME} for a single control number or {Blank)
upon entering a consolidated control number or clicking the smartlink from their email.
2 Tabs open
Meeting Agenda tab Learn Before Your Vote
Learn Before You Vote tab is underlined. This is the active page
YYYY Special Meeting
To be held Day, Month DD, YYYY {Meeting Date}
Documents to Help You Learn Before You Vote {Blue
Circle with question mark}
If shareholder clicks the “?”, a pop-up
box with the following language appears:]
In advance of a meeting of shareholders, the company
is required to provide proxy materials digitally or physically to all shareholders, including information in the proxy statement regarding
items to be considered at the meeting.
{Text: Centered}
Be more informed before making your vote count. Download
and read these helpful documents to learn more about the proposals we’re asking our shareholders to vote on.
ICON – Piece of paper with folded right hand
corner
Hyperlink to Proxy materials
One ICON represents each applicable document e.g.,
Proxy statement, Prospectus
Notice and Access link to request materials
Hyperlink underlined: Request Printed Materials for this
Meeting >
Pop Up box Opens
Blue X in right hand corner will close this box.
Request Printed Materials
The following documents will be delivered to the mailing address
you have on file for this account:
Radio Button with applicable materials {Proxy Statement}
Open Box Deliver printed documents for all meetings associated
with your account.
A check mark populates when shareholder clicks this box
Hyperlink in white text in blue box: Send Printed Documents
>
After selecting the Send Printed Documents link the following
box opens
Your request for materials has been submitted. Green check within a green
circle
Blue X in right hand corner will close this box
If shareholder makes additional request for hard copy the following
message appears in red text preceded by a red triangle caution symbol: You have a pending request on file.
Proxy Card Text Centered:
Appointee Designation
Click the submit vote button to sign and submit your
proxy vote and to appoint [Name of Chairman], [Name of Proxy Agent], and [Name of Independent Trustee Proxy Agent], or any one or more
of them, attorneys, with full power of substitution to vote all Fund shares that you are entitled to vote.
Footer Text (Centered)
© 2024 Broadridge Financial Solutions, Inc.
ProxyVote and Broadridge are registered trademarks of Broadridge Financial Solutions, Inc.
CUSIP is a registered trademark of the American Bankers Association. All other trademarks belong to their respective owners.
Links right justified:
Accessibility Statement Privacy Statement Terms of Use & Linking Policy
Screen 4 - Vote Submission Page
[Upon casting a vote by clicking “SUBMIT VOTE”
on Screen 2, shareholder sees Screen 4]
Text - (Centered)
YYYY Special Meeting
To be held Day, Month DD, YYYY
Voted
Thank you for voting!
Your selections have been submitted successfully
(Applicable for Other Investments)
Please scroll down to see additional positions are
available for voting.
Box with Printer Icon – Blue text: Print
My Voting Choices Blue Box with white text Back to Agenda >
If shareholder chooses Print My Voting Choices,
the Print box opens and shareholder proceeds to print the page
If shareholder chooses Back to Agenda button shareholder
is brought back to Voting Screen 2.
Text within Box – Would you like to receive an email with
your voting choices?
Label: Your email address
Box where shareholder enters their email address
Blue Box with white text: Send Email >
After shareholder enters their email address pop up box opens: The
email with your voting choices has been sent. Green circle with green checkmark.
Shareholder clicks the blue X to close the window
Box where shareholder can enter another control number.
Label: Enter another control number
Box where shareholder enters the control number
Blue box with white text: Vote This Control Number >
After shareholders enters their next control number, they are brought
back to the Agenda page
Text centered:
More options for this meeting (if applicable)
Enter another control number followed by blank box Blue Box with White
Text: Vote This Control Number>
The following centered text appears for unvoted positions:
[Lists unvoted accounts with the same TIN and email address
as the control number just voted]
Text centered: |
|
You have other active meetings
to vote: |
|
|
|
|
Text left justified |
Right Justified |
Fidelity Funds – YYYY Special Meeting |
|
Meeting to be held {Month Day, YYYY} |
Blue Box: Vote> |
Control # XXXXXXXXXXXX3456 |
|
|
|
Fidelity Funds – YYYY Special Meeting |
|
Meeting to be held {Month Day, YYYY} |
Blue Box: Vote> |
Control # XXXXXXXXXXXX7890
Upon choosing the Vote> button, shareholder is brought to the voting
page. Only applicable proposals appear.
If E-delivery shareholder has additional proxies to vote, the following
will appear:
Text
centered:
You have other active meetings to vote: |
|
|
Text left justified |
Right justified Blue box with white text: |
Fidelity Funds – YYYY Special Meeting |
|
Meeting to be held {Month Day, YYYY} |
Blue Box: Vote> |
Control # XXXXXXXXXXXX3456 |
|
Upon choosing the Vote> button, shareholder is brought to the voting
page. Only applicable proposals appear.
The following centered text appears for voted positions in jobs whose
meeting date is in the future
|
|
Review or Change your recently
voted meetings: |
|
|
Text left justified |
Right justified Blue box with white text: |
Fidelity Funds – YYYY Special Meeting |
|
Meeting to be held {Month Day, YYYY} |
Blue Box: Review/Change> |
Control # XXXXXXXXXXXX3456 |
|
|
|
|
|
If shareholder selects Review / Change button
shareholder is brought back to Screen 2 Voting Page |
|
|
The following centered text appears for positions in
meetings that are now closed. These disappear one week after meeting date |
|
Review your closed meetings: |
Text left justified |
Right justified Blue box with white text: |
Fidelity Funds – YYYY Special Meeting |
|
Meeting to be held {Month Day, YYYY} |
Blue Box: Review |
Control # XXXXXXXXXXXX3456 |
|
Text centered: Thank you for Voting!
Shareholder can select Back to Agenda
FIDELITY FUND NAME
YYYY Special Meeting
Meeting to be held Month DD, YYYY
Control # XXXXXXXXXXXX1234
Footer Text (Centered)
© 2024 Broadridge Financial Solutions, Inc.
ProxyVote and Broadridge are registered trademarks of Broadridge Financial Solutions, Inc.
CUSIP is a registered trademark of the American Bankers Association. All other trademarks belong to their respective owners.
Links – right justified
Accessibility Statement Privacy Statement Terms
of Use & Linking Policy
Misc.
If shareholder remains inactive on site the following pop up will appear
Your session is about to expire.
To continue using ProxyVote.com, click Continue below. Otherwise,
click Sign Out to exit ProxyVote.com.
White button with Blue Text: Sign Out
Blue button with white text: Continue>
If shareholder selects Continue they are brought back to most current page
If shareholder select Sign Out they are brought back to the log in page
[If shareholder selects the option to view Proxy Materials for the Fidelity
funds on Screen 1, a new window will open that presents information in the following format.]
MATERIAL HOSTING PAGE:
Text - (centered)
Fidelity funds
Proxy Materials
Proxy
Dated |
Trust
Name: Fund Name(s) |
Link(s) |
[MM,
DD, YYYY][Date of Proxy Inserted here] |
[Trust
Name:
Fund Name(s)
Inserted Here] |
[Links
to Letter, Q&A, Notice, Proxy Statement, Prospectus, Additional Solicitation Material,
and Information Statement
Inserted Here,
as applicable] |
[MM,
DD, YYYY][Date of Proxy Inserted here] |
[Trust
Name:
Fund Name(s)
Inserted Here] |
[Links
to Letter, Q&A, Notice, Proxy Statement, Prospectus, Additional Solicitation Material,
and Information Statement
Inserted Here,
as applicable] |
[MM,
DD, YYYY][Date of Proxy Inserted here] |
[Trust
Name:
Fund Name(s)
Inserted Here] |
[Links
to Letter, Q&A, Notice, Proxy Statement, Prospectus, Additional Solicitation Material,
and Information Statement
Inserted Here,
as applicable] |
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©2024 Broadridge Financial Solutions, Inc. ProxyVote and Broadridge
are registered trademarks of Broadridge Financial Solutions, Inc. CUSIP is a registered trademark of the American Bankers Association.
All other marks belong to their respective owners.
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VOTE
RECORD EMAILS
EZ
VOTE Consolidated – Vote each account individually
Vote
Trustees as a group & Individually
SUBJECT
LINE: Here are your voting choices
From:
registrar@proxyvote
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{EXPANDED FUND NAME} |
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YYYY Special Meeting |
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01. Vote Board of Trustees: |
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Vote Record
- Single Account - Vote Directors Individually |
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SUBJECT:
Here are your voting choices
From:
Registrar@proxyvote.com
To:
{shareholder}
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Thanks
for voting! |
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{EXPANDED FUND NAME} |
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YYYY Special Meeting |
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To be held Day, Month DD, YYYY |
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Your voting directions for this meeting (Control
Number: xxxxxxxxxxxxxxxx) were received on {Month DD, YYYY} at {Hour:minute} a.m. / p.m. ET. |
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Proxy Voting Q&A posted on fidelity.com
Proxy Voting by Shareholders of Fidelity Funds
Thank you for investing with Fidelity!
A mutual fund is an investment company, and your
investment in shares of a Fidelity mutual fund makes you a shareholder of the fund. As a shareholder, you are entitled to vote on matters
presented at a fund’s shareholder meeting.
Mutual funds, like other companies, hold shareholder
meetings to present and discuss important management decisions that require shareholder input, including proposed changes to fund services
or certain policies.
| • | You
are entitled to one vote for each dollar of net asset value you own. |
The Trustees of your Fidelity Fund— most
of whom are not affiliated with Fidelity—are responsible for considering your interests as a shareholder.
| • | One
privilege of a mutual fund shareholder is to participate in electing the Trustees for your
Fidelity Fund. |
| • | In
turn, the Trustees, after careful review, may request your vote on other proposals that affect
the fund and your investment in it. |
We believe that voting by proxy online or by phone
is the most convenient way for you to participate in a Fidelity Fund vote.
| • | You
can cast a proxy vote online, over the telephone, or through postal mail. |
| • | That
way, your vote can be counted without your having to attend the meeting in person. |
| • | Or
you may attend a shareholder meeting to vote in person. |
We appreciate your placing your trust in Fidelity,
and thank you for allowing us to help you achieve your financial goals.
+ Expand all - Collapse all
Frequently Asked Questions
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+ |
What is proxy voting? |
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When will I receive the information I need to vote? |
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How can I submit a proxy vote? |
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I consented for eDelivery of proxy materials—is it possible to receive
hard copy paper materials instead? |
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I used to enter a PIN when voting proxy—why is this no longer required? |
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I voted and I would like to change my vote—is this possible? |
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Does my vote matter? |
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+ |
Who are “Computershare”, “Broadridge” and D.F. King? |
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How can I opt out of telephone calls about shareholder proxy voting? |
Frequently Asked Questions
-What is proxy voting?
When your vote is requested on proposals that affect the fund and
your investment in it, you could, if you wanted, attend the shareholder meeting in person—or you could vote by proxy online or
by phone. This way, your vote can be counted without your having to attend the meeting in person.
Top
-When will I receive the information I need to vote?
A proxy statement, which provides details regarding the meeting and
the management and shareholder proposals, if any, that will be voted on at the meeting, is provided to shareholders before the meeting
is held. The proxy statement may be sent to you via U.S. mail or email, if you have consented to electronic delivery, or you may receive
a notice linking you to a website where you can review it online.
Top
-How can I submit a proxy vote?
You may submit a proxy vote through U.S. mail, over the telephone,
or online, based on the instructions contained in the proxy statement. Votes must be submitted prior to the close of voting in order
to be counted. Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
Top
-I consented for eDelivery of proxy materials—is it possible
to receive hard copy paper materials instead?
By consenting to eDelivery of proxy, you have agreed to online receipt
of important proxy materials. To request a written copy of any Fidelity Fund proxy materials via telephone please call 800-343-3548.
On the voting screen, you may also choose to change your eDelivery preferences for future proxy campaigns.
Your retirement benefit plan account mail preferences
for statements, prospectuses, proxies and other benefit information will apply to your Fidelity BrokerageLink® Account. You may change
this electronic delivery default for your BrokerageLinkSM account at any time by logging on to NetBenefits and updating your
mail preferences. [if shareholder clicks on the “log in” icon a window appears where they can log in to NetBenefits and
update their mail preferences.]
Top
-I used to enter a PIN when voting proxy—why is this no longer
required?
By using Fidelity.com to access the online voting site, a secure
transaction with your control number information has been established and the PIN is no longer required to securely complete this transaction.
Top
-I voted and I would like to change my vote—is this possible?
Yes, you can vote again using the “Voted” link in the
Action column as long as voting is still open. The latest valid vote cast will be recorded and the Last Action Taken date will update.
If you do not complete the process of re-voting, the last vote cast remains on record.
Top
Does my vote matter?
Your vote is extremely important, no matter how large or small
your holdings may be.
In order to take action at a Fidelity Funds shareholder meeting,
a quorum must be achieved. Quorum is achieved when a sufficient number of shareholders are represented in person or by proxy at the shareholder
meeting. If quorum is not achieved, the meeting may adjourn to a future date.
Fidelity and/or a third-party proxy vendor attempts to reach shareholders
via multiple mailings or emails to remind them to cast their votes. As the meeting date approaches, phone calls may be made to shareholders
who have not yet voted.
Voting your shares immediately when you receive notification will
help the meeting achieve quorum and minimize additional expense and efforts to contact you by email or phone to solicit your vote.
Top
-Who are “Computershare”, “Broadridge” and
D.F. King?
The shareholder proxy voting process is typically managed on behalf
of the Fidelity funds by a proxy vendor. Fidelity may hire a third-party proxy vendor to call shareholders and record proxy votes. Computershare,
Broadridge and D.F. King are examples of third-party proxy vendors that may have been retained by the Fidelity Funds.
Top
-How can I opt out of telephone calls about shareholder proxy voting?
Please call Fidelity at 800-343-3548 to make this request.
Top
Log Into Your Accounts For Proxy Materials (if
any)Log In Required . [if shareholder clicks on the “log in” icon a window appears where they can log in to NetBenefits
for proxy materials.]
Proxy Voting Q&A posted on institutional.fidelity.com
Learn More
What is Proxy Voting?
When will I receive the information I need to
vote?
How can I submit a proxy vote?
I consented for eDelivery of proxy materials,
is it possible to receive hard copy paper materials instead?
I used to enter a control number when voting proxy,
why is this now no longer required?
I voted and I would like to change my vote, is
this possible?
When can I expect to receive proxy materials?
Q: What is Proxy Voting?
A:
Mutual Funds may hold special meetings
of shareholders to seek approval of changes to fund services or policies that require shareholder approval. As a shareholder, you are
entitled to vote on these important matters. You could, if you wanted, attend the shareholder meeting to cast your vote, or you could
cast a proxy vote, which allows you to cast your vote through the mail, over the telephone, or online. This way, your vote can be counted
without you having to attend the meeting.
Top
Q: When will I receive the information I need
to vote?
A:
A proxy statement, which provides details
regarding the meeting and the management and shareholder proposals, if any, that will be voted on at the meeting, is provided to shareholders
before the meeting is held. The proxy statement may be sent to you via U.S. mail, or email, if you have consented to electronic delivery,
or you may receive a notice linking you to a website where you can review it online.
Top
Q: How can I submit a proxy vote?
A:
You may submit a proxy vote through U.S.
mail, over the telephone, or online, based on the instructions contained in the proxy statement. Votes must be submitted prior to the
close of voting in order to be counted. Please vote your shares promptly. Your vote is extremely important, no matter how large or small
your holdings may be. Please note, online and telephone voting is available up until 11:59 PM EST on the day prior to the scheduled meeting.
In order to vote on the day of the meeting, you must attend the meeting.
Top
Q: I consented for eDelivery of proxy materials,
is it possible to receive hard copy paper materials instead?
A:
By consenting to eDelivery, you have agreed to
online receipt of important proxy materials. You can request a written copy of the proxy materials by clicking on “Request copy
of shareholder materials,” on the same screen you are prompted to vote your shares. To request a written copy of any Fidelity Advisor
Fund or Fidelity Fund proxy material via telephone, please call 877-208-0098. If you would like to change your eDelivery preferences
for future proxy materials, click here to update your information or change your delivery method. [if shareholder clicks on “click
here” a window appears where they can change their edelivery preferences on institutional.fidelity.com.]
Top
Q: I used to enter a control number when voting
proxy, why is this now no longer required?
A:
By using institutional.fidelity.com to
access the online voting site, a secure transaction with your control number information has been established and the control number
is no longer required to securely complete this transaction.
Top
Q: I voted and I would like to change my vote,
is this possible?
A:
Yes, you can vote again using the “Voted”
link in the “Action” column as long as voting is still open for that holding. The latest vote cast will be recorded and the
“Last Action Taken” date will update. If you do not complete the process of re-voting, the last vote cast remains on record.
Top
RD_13569_26751
Proxy Help posted on institutional.fidelity.com
Proxy Materials Table
![](c8proxyimg.jpg)
Proxy Type/Control Number
This column explains what type of shareholder meeting
is taking place, and provides you with a unique control number that you'll need to confirm your identity to submit a proxy vote. You might
be asked to insert a security code in addition to the control number.
Due Date
The Due Date column reflects the meeting date minus
one day. If you would like to cast a proxy vote online or by telephone, you will have the opportunity to do so up until 11:59 PM EST on
the day prior to the scheduled meeting. If you would like to vote on the day of the meeting, you may do so by attending the meeting.
Status
The status column tells you which action you can
take for a particular meeting, whether it's casting a vote (Vote), changing a vote (Voted), or Meeting Closed.
Last Action Taken
This column shows the date on which you last voted
or changed your vote, regardless of the method you used to submit your vote – by mail, telephone, or online.
RD_13569_26752