Securities Act of 1933 Registration No. 033-52577
Investment Company Act of 1940 Registration No. 811-07139
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
[ ] Pre-Effective Amendment No. ______
[X] Post-Effective Amendment No. __79___
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
[X] Amendment No. __79___
Fidelity Hereford Street Trust
(Exact Name of Registrant as Specified in Charter)
245 Summer Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number: 617-563-7000
Nicole Macarchuk, Secretary and Chief Legal Officer
245 Summer Street
Boston, Massachusetts 02210
(Name and Address of Agent for Service)
It is proposed that this filing will become effective on July 25, 2025 pursuant to paragraph (b) of Rule 485 at 5:30 p.m. Eastern Time.
Fidelity® Treasury Digital Fund
Class/Ticker
OnChain/FYOXX
Prospectus
July 25, 2025
Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
245
Summer Street, Boston, MA 02210
TABLE OF CONTENTS
Fund Summary
Fund/Class:
Fidelity® Treasury Digital Fund/OnChain
Fidelity® Treasury Digital Fund seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Fee Table
The following table describes the fees and expenses that may be incurred when you buy, hold, and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.
| | | |
Shareholder fees
(fees paid directly from your investment) | | | None |
| | | |
|
Management fee | | | 0.25% |
Distribution and/or Service (12b-1) fees | | | None |
Other expenses | | | 0.00%A |
Total annual operating expenses | | | 0.25% |
Fee waiver and/or expense reimbursement | | | 0.05%B |
Total annual operating expenses after fee waiver and/or expense reimbursement | | | 0.20% |
| | | |
This example helps compare the cost of investing in the fund with the cost of investing in other funds.
Let’s say, hypothetically, that the annual return for shares of the fund is 5% and that the fees and the annual operating expenses for shares of the fund are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here’s how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:
| | | |
1
year | | | $20 |
3
years | | | $70 |
5
years | | | $130 |
10
years | | | $308 |
| | | |
Principal Investment Strategies
• Normally investing at least 99.5% of total assets in cash and U.S. Treasury securities.
• Normally investing in securities whose interest is exempt from state and local income taxes.
• Investing in compliance with industry-standard regulatory requirements for money market funds for the quality, maturity, liquidity, and diversification of investments.
In addition, the fund normally invests at least 80% of its assets in U.S. Treasury securities.
Treasury securities are high-quality securities issued or guaranteed by the U.S. Treasury. Treasury securities are backed by the full faith and credit of the U.S. Treasury. Treasury securities usually pay a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security.
Use of Blockchain
The
fund’s transfer agent maintains the official record of share ownership of the OnChain
class in book-entry form. Ownership of the OnChain class will also be recorded – or
digitized – on a public blockchain. Although the secondary recording of the OnChain
class on a blockchain will not represent the official record of ownership, the transfer agent
will reconcile the secondary blockchain transactions with the official records of the OnChain
class on at least a daily basis during business days
TABLE OF CONTENTS
under normal conditions. Reconciliation
involves maintaining a matching book-entry record and blockchain record of the total number
of shares in circulation and the ownership of the shares at any given time.
A blockchain is an open, distributed ledger that digitally records transactions in a verifiable and immutable (i.e., permanent) way using cryptography. A distributed ledger is a database in which data is stored in a decentralized manner. Cryptography is a method of storing and transmitting data in a particular form so that only those for whom it is intended can read and process it. A blockchain stores transaction data in “blocks” that are linked together to form a “chain”, hence the name blockchain.
The secondary recording of OnChain class shares on a blockchain will not affect the fund’s investments or its investment strategies. The fund will invest, consistent with Rule 2a-7 under the Investment Company Act of 1940 (1940 Act), at least 99.5% of total assets in cash and U.S. Treasury securities. The fund will not invest in any crypto assets.
For more information regarding the use of blockchain technology for the OnChain class, see “Use of Blockchain” in the Fund Basics section of this prospectus. More detailed information about blockchain technology and the public blockchain network(s) used by the fund’s transfer agent, including the regulatory, operational and technological risks associated with distributed ledger technology, as well as detailed information about the fund and its policies and risks, can be found in the fund’s Statement of Additional Information (SAI).
Principal Investment Risks
• Interest Rate Changes.
Interest rate increases can cause the price of a money market security to decrease.
• Income Risk.
A low or negative interest rate environment can adversely affect the fund’s yield.
• Issuer-Specific Changes.
A decline in the credit quality of an issuer can cause the price of a money market security to decrease.
• U.S. Treasury Obligations.
U.S. Treasury obligations are high-quality securities issued or guaranteed by the U.S. Treasury providing minimal risk of loss of principal if held to maturity. Fluctuations in interest rates may cause the market value of such securities to vary.
You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not a bank account and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Fidelity Investments and its affiliates, the fund’s sponsor, is not required to reimburse the fund for losses, and you should not expect that the sponsor will provide financial support to the fund at any time, including during periods of market stress.
The fund will not impose a fee upon the sale of your shares.
Performance
Performance history will be available for the fund after the fund has been in operation for one calendar year.
Investment Adviser
Fidelity Management & Research Company LLC (FMR) (the Adviser) is the fund’s manager. Other investment advisers serve as sub-advisers for the fund.
Purchase and Sale of Shares
Shares are offered to certain institutional investors who complete an application with the fund.
To open a new account to purchase OnChain class shares, please contact Fidelity at
[email protected].
Prior to opening your account, the fund will collect certain information from you in accordance with its anti-money laundering and know-your-customer policies and procedures.
The
price to buy one share is its net asset value per share (NAV). Shares will be bought at the
NAV next calculated after an order is received in proper form. At this time, the transaction
fees associated with validating transactions on the Ethereum or any other blockchain
network will be borne by the Adviser or its affiliates. In the future, investors may
be responsible for these fees, for some or all of their transactions involving fund shares.
The price to sell one share is its NAV. Shares will be sold at the NAV next calculated after an order is received in proper form.
You
may purchase or redeem OnChain class shares of the fund at any time, although purchases and
redemptions of shares will only be processed during normal business hours on business days.
The fund is open for business each day the New York Stock Exchange (NYSE) is open.
Even if the NYSE is closed, the fund will be open for business on those days on which the Federal Reserve Bank of New York (New York Fed) is open, the primary trading markets for the fund’s portfolio instruments are open, and the fund’s management believes there is an adequate market to meet purchase and redemption requests.
OnChain
class shares have a minimum initial investment of $1,000,000. The fund may waive or
lower purchase minimums.
TABLE OF CONTENTS
Tax Information
Distributions you receive from the fund are subject to federal income tax and generally will be taxed as ordinary income or capital gains, and may also be subject to state or local taxes, unless you are investing through a tax-advantaged retirement account (in which case you may be taxed later, upon withdrawal of your investment from such account).
TABLE OF CONTENTS
Investment
Objective
Fidelity® Treasury Digital Fund seeks to obtain as high a level of current income as is consistent with the preservation of capital and liquidity.
Principal
Investment Strategies
The Adviser normally invests at least 99.5% of the fund’s total assets in cash and U.S. Treasury securities. The Adviser normally invests the fund’s assets in securities whose interest is specifically exempt from state and local income taxes under federal law; such interest is not exempt from federal income tax.
In buying and selling securities for the fund, the Adviser complies with industry-standard regulatory requirements for money market funds regarding the quality, maturity, liquidity, and diversification of the fund’s investments. The Adviser stresses maintaining a stable $1.00 share price, liquidity, and income.
In addition, the Adviser normally invests at least 80% of the fund’s assets in U.S. Treasury securities.
Treasury securities are high-quality securities issued or guaranteed by the U.S. Treasury. Treasury securities are backed by the full faith and credit of the U.S. Treasury. Treasury securities usually pay a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security.
Principal
Investment Risks
Many factors affect the fund’s performance. Developments that disrupt global economies and financial markets, such as pandemics and epidemics, may magnify factors that affect a fund’s performance. The fund’s yield will change daily based on changes in interest rates and other market conditions. Although the fund is managed to maintain a stable $1.00 share price, there is no guarantee that the fund will be able to do so. For example, a major increase in interest rates or a decrease in the credit quality of the issuer of one of the fund’s investments could cause the fund’s share price to decrease. It is important to note that neither share price nor yield is guaranteed by the U.S. Government.
The following factors can significantly affect the fund’s performance:
Interest
Rate Changes. Money market securities have varying levels
of sensitivity to changes in interest rates. In general, the price of a money market security
can fall when interest rates rise and can rise when interest rates fall. Securities with
longer maturities and certain types of securities, such as the securities of issuers in the
financial services sector, can be more sensitive to interest rate changes. Short-term securities
tend to react to changes in short-term interest rates. In market environments where interest
rates are rising, issuers may be less willing or able to make principal and/or interest payments
on securities when due. As a result of benchmark reforms, publication of all London
Interbank Offered Rate (LIBOR)
settings has ceased. Although the transition process away
from certain benchmark rates, including LIBOR, for more instruments has been completed,
any potential effects of the transition away from LIBOR and other benchmark rates
on financial markets, a fund or the financial instruments in which a fund invests can be
difficult to ascertain and may adversely impact a fund’s performance.
Income
Risk. The fund’s income, or yield, is based on
short-term interest rates, which can fluctuate significantly over short periods. A low or
negative interest rate environment can adversely affect the fund’s yield and, depending
on its duration and severity, could prevent the fund from providing a positive yield and/or
maintaining a stable $1.00 share price. In addition, the fund’s yield will vary as
the short-term securities in its portfolio mature and the proceeds are reinvested in securities
with different interest rates. From time to time, the Adviser may reimburse expenses or waive
fees for a class of a fund in order to avoid a negative yield, but there is no guarantee
that the class or fund will be able to avoid a negative yield.
Issuer-Specific
Changes. Changes in the financial condition of an issuer
or counterparty, changes in specific economic or political conditions that affect a particular
type of issuer, and changes in general economic or political conditions can increase the
risk of default by an issuer or counterparty, which can affect a security’s or instrument’s
credit quality or value.
U.S.
Treasury Obligations. High-quality securities issued
or guaranteed by the U.S. Treasury providing minimal risk of loss of principal if held to
maturity. Fluctuations in interest rates may cause the market value of such securities to
vary.
In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy (including leaving a significant portion of the fund’s assets uninvested) for defensive purposes. Uninvested assets do not earn income for a fund, which may have a significant negative impact on the fund’s yield and may prevent the fund from achieving its investment objective.
Non-Fundamental Investment Policies
The fund’s investment objective is non-fundamental and may be changed without shareholder approval.
Shareholder Notice
The following is subject to change only upon 60 days’ prior notice to shareholders:
Fidelity® Treasury Digital Fund normally invests at least 99.5% of its total assets in cash and U.S. Treasury securities and at least 80% of its assets in U.S. Treasury securities.
The fund is open for business each day the NYSE is open.
Even if the NYSE is closed, a money market fund will be open for business on those days on which the New York Fed is open, the
TABLE OF CONTENTS
primary trading markets for the money market fund’s portfolio instruments are open, and the money market fund’s management believes there is an adequate market to meet purchase and redemption requests.
The NAV is the value of a single share. Fidelity normally calculates NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. The fund’s assets normally are valued as of this time for the purpose of computing NAV. Fidelity calculates NAV separately for each class of shares of a multiple class fund.
NAV is not calculated and the fund will not process purchase and redemption requests submitted on days when the fund is not open for business. The time at which shares are priced and until which purchase and redemption orders are accepted may be changed as permitted by the Securities and Exchange Commission (SEC).
To the extent that the fund’s assets are traded in other markets on days when the fund is not open for business, the value of the fund’s assets may be affected on those days. In addition, trading in some of the fund’s assets may not occur on days when the fund is open for business.
The fund’s assets are valued on the basis of amortized cost.
The
fund’s transfer agent maintains the official record of share ownership of the OnChain
class in book-entry form. Ownership of the OnChain class will also be recorded on a public
blockchain. Although the secondary recording of the OnChain class on a blockchain will not
represent the official record of ownership, the transfer agent will reconcile the secondary
blockchain transactions with the official records of the OnChain class on at least a daily
basis during business days under normal conditions. The transfer agent’s book-entry
records will constitute the official record of the fund and govern the record ownership of
fund shares in all circumstances.
A
blockchain is an open, distributed ledger that records transactions between two parties in
a verifiable and immutable (i.e., permanent) manner using cryptography. Transactions
on the blockchain are verified and authenticated by computers on the network (referred to
as “nodes” or “validators”) that receive, propagate, verify, and
execute transactions. The process of authenticating a transaction before it is recorded ensures
that only valid and authorized transactions are permanently recorded on the blockchain in
collections of transactions called “blocks.” Blockchain networks are based upon
software source code that establishes and governs their respective cryptographic systems
for verifying transactions. The fund’s transfer agent maintains controls to correct
errors or unauthorized transactions. In the event such a correction was warranted, the transfer
agent would make the correction by adding an appropriate instruction to another subsequent
block on the applicable blockchain (i.e., the prior activity on the blockchain would
not be deleted, although the blockchain would be updated with the correct transactional history).
In
order to facilitate the use of blockchain technology, a potential investor must have a “blockchain
wallet,” which the transfer agent would create and hold on an investor’s behalf
when opening an account. Generally, a blockchain wallet is a software application that stores
a user’s “private key” associated with the address that holds the user’s
assets and is used to facilitate the transfer of such assets on a particular blockchain.
A private key is used to send (i.e., digitally sign and authenticate) instructions to the
blockchain to update the ownership records of the digital assets and is private to the wallet
owner, while a corresponding “public key” is public and allows other wallets
on the applicable blockchain to transfer digital assets to a wallet’s public key address
when permitted. When a private key is stolen or lost, the digital asset holdings linked to
that private key could become inaccessible to the wallet holder and/or subject to the risk
of misappropriation. Notwithstanding these risks, as noted above, the transfer agent maintains
controls to correct errors or unauthorized transactions.
The blockchain(s) used by the transfer agent for the OnChain class will store the complete transactional history from the issuance of the shares, and this transactional history is available to the public. As a result, robust and transparent data, other than shareholder personal identifying information, will be publicly available through one or more “block explorer” tools capable of displaying activity on the applicable blockchain network. Accordingly, the shares’ issuance and redemption data (and not a shareholder’s personal identifying information) will be exposed to the public. The personal identifying information necessary to associate a given share with the record owner of that share will be maintained by the transfer agent in a separate, traditional database that is not available to the public. However, if there are data security breaches resulting in theft of the information necessary to link personal identity with particular blockchain addresses, the stolen information could be used to determine a shareholder’s complete investing history in the OnChain class of the fund.
As
noted above, the transfer agent provides a wallet and assigns a unique blockchain address
for each investor upon the creation of an account. After the transfer agent reconciles
the secondary blockchain transactions with the official records, each investor will be
able to track the balance of any OnChain class shares in their wallet via blockchain explorers.
Only wallets that are created and approved by the transfer agent are authorized to purchase,
redeem and hold OnChain class shares of the fund. At this time, investors may not hold their
shares in any other wallet, and the private key associated with an investor’s wallet
will be held by the transfer agent, subject to controls that are intended to reduce the likelihood
of erroneous or impermissible transactions involving fund shares.
The
OnChain class of the fund currently uses the Ethereum network as the public blockchain for
secondary recording of ownership. In the future, the fund may use other public blockchain
networks for this purpose, subject to eligibility and other requirements that the
fund may impose.
TABLE OF CONTENTS
Public
blockchain networks require the payment of certain transaction fees to validate a transaction
on the applicable network. These fees are typically paid in the native digital asset (ether,
in the case of Ethereum) for the operation of the blockchain network. Such transaction fees
are intended to protect the blockchain networks from frivolous or malicious computational
tasks as well as maintain their security. At this time, the transaction fees associated
with validating transactions on the Ethereum or any other blockchain network will be
borne by the Adviser or its affiliates. In the future, investors may be responsible
for these fees, for some or all of their transactions involving fund shares.
Delays in transaction processing can occur on a blockchain network that is used by the fund and its transfer agent. Such delays could occur on account of, among other things, the inability of nodes to reach consensus on transactions. During a network delay, it will not be possible to record transactions in the shares on the blockchain. Should such a delay occur for an extended period of time, the OnChain class could choose to effect transactions with shareholders manually (i.e., on off-chain books and records) or on a different network approved for use for the OnChain class until such time as the network has resumed normal operation. The fund may choose to re-evaluate the suitability of a particular blockchain network for OnChain class shares in the event of future or recurring delays.
Complex information technology and communications systems, such as blockchain networks, are subject to a number of different threats or risks that could adversely affect the fund and investors in the OnChain class shares, despite the efforts of the fund and its service providers to adopt technologies, processes, and practices intended to mitigate these risks. If such an event occurs, the fund or OnChain class may incur substantial costs. Any such event could expose the fund to civil liability as well as regulatory inquiry and/or action. In addition, market events also may trigger a volume of transactions that overloads current information technology and communication systems and processes, impacting the ability to conduct the fund’s or class’s operations.
In the future, the ownership of OnChain class shares may be maintained and recorded primarily on the Ethereum or another blockchain network, although there is no guarantee that this will occur. In addition, in the future, OnChain class shares may be available for purchase, sale or transfer from one investor to another investor (or potential investor) (“peer-to-peer”) on the blockchain or in a secondary trading market. The fund has no current agreement to make OnChain class shares available for trading in a secondary market but may enter into such an agreement in the future. These features are not currently, and may never be, available to investors. These features would be subject to then-existing regulations and regulatory interpretations.
There are risks associated with the use of a blockchain to maintain and record the issuance, ownership, redemption, and transfer of shares. For example, share ownership that is recorded using blockchain technology would be subject to the following risks (among others):
• delays in transaction processing, including extended delays during which it would not be possible to record transactions in the shares on the blockchain;
• a rapidly evolving regulatory landscape in the United States and in other countries, which might result in security, privacy or other regulatory concerns that could require changes to the way transactions in the shares are recorded;
• the
possibility of technical flaws in the transfer agent’s systems or an underlying
technology or service provided by one or more third-party service providers, including in
the process by which transactions are recorded to a blockchain or by which the validity of
a copy of such blockchain can be proven or the manner in which private keys are held and
secured;
• the possibility that cryptographic or other security measures that authenticate prior transactions for a blockchain could be compromised, or “hacked,” which could allow an attacker to alter the blockchain and thereby disrupt the ability to corroborate definitive transactions recorded on the blockchain;
• the possibility that new technologies or services inhibit access to a blockchain;
• the possibility that a breach to one blockchain could cause investors, and the public generally, to lose trust in blockchain technology and increase reluctance to issue and invest in assets recorded on blockchains; and
• because of the differences between the way the shares are issued and recorded as compared to shares in a traditional mutual fund, there is a risk that issues that might easily be resolved by existing law if traditional methods were involved may not be easily resolved for the shares.
The
occurrence of any related issue or dispute could have a material adverse effect on the fund’s
current or future business or the OnChain class shares. To the extent ownership of OnChain
class shares are maintained and recorded primarily on the Ethereum or another blockchain
network in the future, investors would be subject to these and other risks. Blockchain based
recordkeeping systems have not yet been broadly adopted by the financial services industry.
On account of this, the fund may never achieve market acceptance, may not be able to attract
sizable assets or achieve scale and may discontinue the use of the transfer agent’s
then-existing blockchain-integrated recordkeeping system.
More detailed information about blockchain technology and the networks used by the transfer agent, including the regulatory, operational and technological risks associated with distributed ledger technology and these networks, as well as detailed information about the fund and its policies and risks, can be found in the fund’s SAI.
TABLE OF CONTENTS
Additional Information about the Purchase and Sale of Shares
General Information
Ways to Invest
Shares are offered to certain institutional investors who complete an application with the fund.
By Wire. Contact Fidelity for wiring information and instructions. There is no fee imposed by the fund for wire purchases.
Information on Placing Orders
You should include the following information with any order:
• Your name
• Your account number
• Type of transaction requested
• Name(s) of fund(s) and class(es)
• Dollar amount or number of shares
Certain methods of contacting Fidelity may be unavailable or delayed (for example, during periods of unusual market activity). In addition, the level and type of service available may be restricted.
Frequent Purchases and Redemptions
The fund may reject for any reason, or cancel as permitted or required by law, any purchase or exchange, including transactions deemed to represent excessive trading, at any time.
Excessive trading of fund shares can harm shareholders in various ways, including reducing the returns to long-term shareholders by increasing costs to the fund (such as spreads paid to dealers who sell money market instruments to a fund) and disrupting portfolio management strategies.
The
Adviser anticipates that shares of Fidelity® Treasury Digital Fund
will be purchased and sold frequently because a money market fund is designed to offer a
liquid cash option. Accordingly, the Board of Trustees has not adopted policies and procedures
designed to discourage excessive trading of fund shares and Fidelity®
Treasury Digital Fund accommodates frequent trading.
The fund has no limit on purchase or exchange transactions but may in its discretion restrict, reject, or cancel any purchases that, in the Adviser’s opinion, may be disruptive to the management of the fund or otherwise not be in the fund’s interests.
The fund reserves the right at any time to restrict purchases or exchanges or impose conditions that are more restrictive on excessive trading than those stated in this prospectus.
OnChain class shares have no exchange privilege with any class of any other fund.
Buying Shares
Eligibility
Shares of the fund are offered for sale to residents of the United States and to certain investors in approved jurisdictions outside of the United States and in conformity with local legal requirements. Investors may be required to demonstrate eligibility to buy shares of the fund before an investment is accepted.
Price to Buy
The price to buy one share is its NAV. Shares are sold without a sales charge.
Shares will be bought at the NAV next calculated after an order is received in proper form.
The
fund may stop offering shares completely or may offer shares only on a limited basis, for
a period of time or permanently.
If your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees the fund or Fidelity has incurred.
If, when you place your wire purchase order, you indicate that Fidelity will receive your wire that day, your wire must be received in proper form by Fidelity at the applicable fund’s designated wire bank before the close of the Federal Reserve Wire System on the day of purchase.
Under applicable anti-money laundering rules and other regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.
Selling Shares
The price to sell one share is its NAV.
Shares will be sold at the NAV next calculated after an order is received in proper form.
Normally, Fidelity will process wire redemptions on the same business day, provided your redemption wire request is received in proper form by Fidelity before the NAV is calculated on that day. All other redemptions will normally be processed by the next business day.
See “Policies Concerning the Redemption of Fund Shares” below for additional redemption information.
A signature guarantee is designed to protect you and Fidelity from fraud. Fidelity may require that your request be made in writing and include a signature guarantee in certain circumstances.
When you place an order to sell shares, note the following:
• If you are selling some but not all of your shares, keep your fund balance above the required minimum to keep your fund position open, except fund positions not subject to balance minimums.
• You are advised to place your trades as early in the day as possible and to provide Fidelity with advance notice of large redemptions.
TABLE OF CONTENTS
Shareholder Information — continued
• Redemption proceeds may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected.
• Although redemptions will normally be processed on the same business day, under certain circumstances redemptions may be postponed or suspended as permitted pursuant to Section 22(e) of the 1940 Act. Generally under that section, redemptions may be postponed or suspended if (i) the NYSE is closed for trading (other than weekends or holidays) or trading is restricted, (ii) an emergency exists which makes the dispatch of securities owned by a fund or the fair determination of the value of the fund’s net assets not reasonably practicable, or (iii) the SEC by order permits the suspension of the right of redemption.
• Redemption proceeds may be paid in securities rather than in cash if the Adviser determines it is in the best interests of the fund.
• You will not receive interest on amounts represented by uncashed redemption checks.
• Under applicable anti-money laundering rules and other regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.
• The Board of Trustees may determine that it would not be in a fund’s best interests to continue operating under circumstances listed in Rule 22e-3 under the 1940 Act, at which point the fund may permanently suspend redemptions and liquidate.
Policies Concerning the Redemption of Fund Shares
A fund typically expects to pay redemption proceeds on the next business day (or earlier to the extent a fund offers a same day settlement feature) following receipt of a redemption order in proper form. Proceeds from the periodic and automatic sale of shares of a Fidelity® money market fund that are used to buy shares of another Fidelity® fund are settled simultaneously.
As noted elsewhere, payment of redemption proceeds may take longer than the time a fund typically expects and may take up to seven days from the date of receipt of the redemption order as permitted by applicable law.
Redemption Methods Available. Generally a fund expects to pay redemption proceeds in cash. To do so, a fund typically expects to satisfy redemption requests either by using available cash (or cash equivalents) or by selling portfolio securities. On a less regular basis, a fund may also satisfy redemption requests by utilizing one or more of the following sources, if permitted: borrowing from another Fidelity® fund; drawing on an available line or lines of credit from a bank or banks; or using reverse repurchase agreements (if authorized). These methods may be used during both normal and stressed market conditions.
In addition to paying redemption proceeds in cash, a fund reserves the right to pay part or all of your redemption proceeds in readily marketable securities instead of cash (redemption in-kind). Redemption in-kind proceeds will typically be made by delivering the selected securities to the redeeming shareholder within seven days after the receipt of the redemption order in proper form by a fund.
Account Features and Policies
Features
The
following features may be available to buy and sell shares of the fund.
Email [email protected]
for more information.
Electronic Funds Transfer (Fidelity Money Line®): electronic money movement through the Automated Clearing House
• To transfer money between a bank account and your fund account.
• You can use electronic funds transfer to:
• Make periodic (automatic) purchases of shares.
• Make periodic (automatic) redemptions of shares.
Wire: electronic money movement through the Federal Reserve wire system
• To transfer money between a bank account and your fund account.
Policies
The following apply to you as a shareholder.
Statements that Fidelity sends to you, if applicable, include the following:
• Confirmation statements (after transactions affecting your fund balance except reinvestment of distributions in the fund).
• Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).
You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions. Additional documentation may be required from corporations, associations, and certain fiduciaries.
For U.S. investors: When you sign your account application, you will be asked to certify that your social security or taxpayer identification number (TIN) is correct and that you are not subject to backup withholding for failing to report income to the
TABLE OF CONTENTS
Shareholder Information — continued
IRS. If you violate IRS regulations, the IRS can require the fund to withhold an amount subject to the applicable backup withholding rate from your taxable distributions and redemptions.
You may be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations. In addition, the fund reserves the right to involuntarily redeem an account in the case of: (i) actual or suspected threatening conduct or actual or suspected fraudulent, illegal or suspicious activity by the account owner or any other individual associated with the account; or (ii) the failure of the account owner to provide information to the fund related to opening the accounts. Your shares will be sold at the NAV, minus any applicable shareholder fees, calculated on the day Fidelity closes your fund position.
If your fund balance falls below $1,000,000 worth of shares for any reason and you do not increase your balance, Fidelity may sell all of your shares and send the proceeds to you after providing you with at least 30 days’ notice to reestablish the minimum balance. Your shares will be sold at the NAV, minus any applicable shareholder fees, on the day Fidelity closes your fund position. Certain fund positions are not subject to these balance requirements and will not be closed for failure to maintain a minimum balance.
Fidelity may charge a fee for certain services, such as providing historical account documents.
Dividends and Capital Gain Distributions
The fund earns interest, dividends, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. The fund may also realize capital gains from its investments, and distributes these gains (less losses), if any, to shareholders as capital gain distributions.
The fund declares dividends of net investment income daily and pays them monthly. Dividends are generally reinvested monthly in full and fractional shares of the fund. Shareholders that fully redeem and are no longer shareholders at the time of the monthly dividend payment will generally be paid in U.S. dollars.
Dividends declared for the fund are based on estimates of income for the fund. Actual income may differ from estimates, and differences, if any, will be included in the calculation of subsequent dividends.
You may request to have dividends redeemed from an account closed during the month paid when the account is closed. A fund reserves the right to limit this service.
Earning Dividends
The fund processes purchase and redemption requests only on days it is open for business.
Shares purchased by a wire order prior to 2:00 p.m. Eastern time, with receipt of the wire in proper form before the close of the Federal Reserve Wire System on that day, generally begin to earn dividends on the day of purchase.
Shares purchased by all other orders generally begin to earn dividends on the first business day following the day of purchase.
Shares redeemed by a wire order prior to 2:00 p.m. Eastern time generally earn dividends through the day prior to the day of redemption.
Shares redeemed by all other orders generally earn dividends until, but not including, the next business day following the day of redemption.
Money market funds that allow wire purchases reserve the right to change the time of day by which wire purchase and redemption orders for shares must be placed for purposes of earning dividends.
As with any investment, your investment in the fund could have tax consequences for you (for non-retirement accounts).
Distributions you receive from the fund are subject to federal income tax, and may also be subject to state or local taxes. A portion of the fund’s dividends may be exempt from state and local taxation to the extent that they are derived from certain U.S. Government securities and meet certain requirements.
For federal tax purposes, certain distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain distributions, including distributions of long-term capital gains, if any, are taxable to you generally as capital gains. Because the fund’s income is primarily derived from interest, dividends from the fund generally will not qualify for the long-term capital gains tax rates available to individuals.
Any taxable distributions you receive from the fund will normally be taxable to you when you receive them, regardless of your distribution option.
If you are a non-U.S. shareholder, fund distributions allocable from U.S.-source interest income or from capital gains will generally be free from U.S. federal withholding tax, but dividends from other sources may be subject to U.S. withholding tax under applicable rules.
If
you elect to receive distributions in cash, you will receive certain December distributions
in January, but those distributions will be taxable as if you received them on December 31.
TABLE OF CONTENTS
The fund is a mutual fund, an investment that pools shareholders’ money and invests it toward a specified goal.
Adviser
FMR. The Adviser is the fund’s manager. The address of the Adviser is 245 Summer Street, Boston, Massachusetts 02210.
As
of December 31, 2024, the Adviser had approximately $4.7 trillion in discretionary
assets under management, and approximately $5.9 trillion when combined with all
of its affiliates’ assets under management.
As the manager, the Adviser has overall responsibility for directing the fund’s investments and handling its business affairs.
Sub-Adviser(s)
FMR
Investment Management (UK) Limited (FMR UK), at 1 St. Martin’s
Le Grand, London, EC1A 4AS, United Kingdom, serves as a sub-adviser for the fund. As of December 31,
2024, FMR UK had approximately $15.1 billion in discretionary assets under
management. FMR UK is an affiliate of the Adviser.
FMR UK may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund.
Fidelity
Management & Research (Hong Kong) Limited (FMR H.K.),
at Floor 19, 41 Connaught Road Central, Hong Kong, serves as a sub-adviser for the fund.
As of December 31, 2024, FMR H.K. had approximately $29.2 billion in discretionary
assets under management. FMR H.K. is an affiliate of the Adviser.
FMR H.K. may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund.
Fidelity Management & Research (Japan) Limited (FMR Japan), at Kamiyacho Prime Place, 1-17, Toranomon-4-Chome, Minato-ku, Tokyo, Japan, serves as a sub-adviser for the fund. As of March 31, 2024, FMR Japan had approximately $2.8 billion in discretionary assets under management. FMR Japan is an affiliate of the Adviser.
FMR Japan may provide investment research and advice on issuers based outside the United States and may also provide investment advisory services for the fund.
From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund.
Advisory Fee(s)
Each class of the fund pays an all-inclusive management fee to the Adviser.
A different all-inclusive management fee rate is applicable to each class of the fund. The difference between classes is the result of separate arrangements for class level services and/or waivers of certain expenses. It is not the result of any difference in advisory or custodial fees or other expenses related to the management of the fund’s assets, which do not vary by class.
The all-inclusive management fee is calculated and paid to the Adviser each month. Out of each class’s all-inclusive management fee, the Adviser or an affiliate pays all expenses of managing and operating the fund, with limited exceptions.
The annual management fee rate, as a percentage of the class’s average net assets, is shown in the following table:
| | | |
Fidelity®
Treasury Digital Fund | | | 0.25% |
| | | |
The Adviser pays FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Limited for providing sub-advisory services.
The
basis for the Board of Trustees approving the management contract and sub-advisory agreements
for the fund is available in the fund’s Form N-CSR report for the fiscal
period ended April 30, 2025.
From time to time, the Adviser or its affiliates may agree to reimburse or waive certain fund expenses while retaining the ability to be repaid if expenses fall below the specified limit prior to the end of the fiscal year.
Reimbursement or waiver arrangements can decrease expenses and boost performance.
The
fund is composed of multiple classes of shares. All classes of the fund have a common investment
objective and investment portfolio.
Fidelity
Distributors Company LLC (FDC) distributes OnChain class shares.
A service provider may receive from the Adviser, FDC, and/or their affiliates compensation for their services intended to result in the sale of OnChain class shares.
This compensation may take the form of payments for additional distribution-related activities and/or shareholder services and payments for educational seminars and training, including seminars sponsored by Fidelity, or by a service provider.
TABLE OF CONTENTS
These payments are described in more detail in this section and in the SAI.
Distribution and Service Plan(s)
The OnChain class has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the 1940 Act that recognizes that the Adviser may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of OnChain class shares and/or shareholder support services. The Adviser, directly or through FDC, may pay significant amounts to a service provider for these services. Currently, the Board of Trustees of the fund has authorized such payments for OnChain class.
If
payments made by the Adviser to FDC or to a service provider under a Distribution and Service
Plan were considered to be paid out of the class’s assets on an ongoing basis, they
would increase the cost of your investment and might cost you more than paying other
types of sales charges.
No dealer, sales representative, or any other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related SAI, in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the fund or FDC. This prospectus and the related SAI do not constitute an offer by the fund or by FDC to sell shares of the fund to, or to buy shares of the fund from, any person to whom it is unlawful to make such offer.
TABLE OF CONTENTS
Financial
Highlights are intended to help you understand the financial history of fund shares for the
past 5 years (or, if shorter, the period of operations). Certain information reflects financial
results for a single share. The total returns in the table represent the rate that an investor
would have earned (or lost) on an investment in shares (assuming reinvestment of all dividends
and distributions). Because OnChain class shares have not commenced operations as of
the end of the fund’s fiscal year, financial highlights are not available. The annual
information has been audited by PricewaterhouseCoopers LLP, independent registered public
accounting firm, whose report, along with fund financial statements, is included in the annual
report. Annual reports are available for free upon request.
|
Years
ended April 30, | | | 2025A |
Selected
Per-Share Data | | | |
Net
asset value, beginning of period | | | $1.00
|
Income
from Investment Operations | | | |
Net
investment income (loss)B | | | .015
|
Net
realized and unrealized gain (loss) | | | —
|
Total
from investment operations | | | .015
|
Distributions
from net investment income | | | (.015)
|
Total
distributions | | | (.015)
|
Net
asset value, end of period | | | $1.00
|
Total
ReturnC,D | | | 1.47%
|
Ratios
to Average Net AssetsB,E,F | | | |
Expenses
before reductions | | | .26%G,H |
Expenses
net of fee waivers, if any | | | .18%G |
Expenses
net of all reductions, if any | | | .18%G |
Net
investment income (loss) | | | 4.13%G |
Supplemental
Data | | | |
Net
assets, end of period (000 omitted) | | | $100,861 |
| | | |
A
| For
the period December 23, 2024 (commencement of operations) through April 30, 2025. |
B
| Net
investment income (loss) is affected by the timing of the declaration of dividends by any
underlying mutual funds or exchange-traded funds (ETFs). Net investment income (loss) of
any mutual funds or ETFs is not included in the Fund’s net investment income (loss)
ratio. |
C
| Total
returns for periods of less than one year are not annualized. |
D
| Total
returns would have been lower if certain expenses had not been reduced during the applicable
periods shown. |
E
| Fees
and expenses of any underlying mutual funds or exchange-traded funds (ETFs) are not included
in the Fund’s expense ratio. The Fund indirectly bears its proportionate share of these
expenses. |
F
| Expense
ratios reflect operating expenses of the class. Expenses before reductions do not reflect
amounts reimbursed, waived, or reduced through arrangements with the investment adviser,
brokerage services, or other offset arrangements, if applicable, and do not represent the
amount paid by the class during periods when reimbursements, waivers or reductions occur. |
H
| The
size and fluctuation of net assets and expense amounts may cause ratios to differ from contractual
rates. |
TABLE OF CONTENTS
IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT
To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.
For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN). You will be asked to provide information about the entity’s control person and beneficial owners, and person(s) with authority over the account, including name, address, date of birth and social security number. You may also be asked to provide documents, such as drivers’ licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.
You can obtain additional information about the fund. A description of the fund’s policies and procedures for disclosing its holdings is available in its Statement of Additional Information (SAI) and on Fidelity’s web sites. The SAI also includes more detailed information about the fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). The fund’s annual and semi-annual reports and Form N-CSR also include additional information. In Form N-CSR, you will find the fund’s annual and semi-annual financial statements.
For
a free copy of any of these documents or to request other information or ask questions about
the fund, email Fidelity at
[email protected]. In addition, you may visit Fidelity’s web
site at
institutional.fidelity.com for a free copy of a prospectus, SAI, annual or
semi-annual report, or the fund’s financial statements or to request other information.
The
SAI, the fund’s annual and semi-annual reports and other related materials are available
from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC’s
web site (http://www.sec.gov). You can obtain copies of this information, after paying a
duplicating fee, by sending a request by e-mail to
[email protected] or by writing the Public
Reference Section of the SEC, Washington, D.C. 20549-1520. You can also review and copy
information about the fund, including the fund’s SAI, at the SEC’s Public Reference
Room in Washington, D.C. Call 1-202-551-8090 for information on the operation of the SEC’s
Public Reference Room.
Investment
Company Act of 1940, File Number(s), 811-07139
Fidelity Distributors Company LLC (FDC) is a member of the Securities Investor Protection Corporation (SIPC). You may obtain information about SIPC, including the SIPC brochure, by visiting www.sipc.org or calling SIPC at 202-371-8300.
Fidelity, the Fidelity Investments Logo and all other Fidelity trademarks or service marks used herein are trademarks or service marks of FMR LLC. Any third-party marks that are used herein are trademarks or service marks of their respective owners. © 2025 FMR LLC. All rights reserved.
| | | |
1.9919690.101 | | | TDLO-PRO-0725 |
| | | |
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund |
|
|
FYOXX |
|
|
|
|
|
|
|
Fund
of Fidelity Hereford Street Trust
STATEMENT
OF ADDITIONAL INFORMATION
July
25, 2025
This
Statement of Additional Information (SAI) is not a prospectus.
Portions of the
fund’s annual
report are incorporated herein. The annual
report(s) are supplied with this SAI.To
obtain a free additional copy of a prospectus or SAI, dated
July 25, 2025
, an annual report, a fund’s financial
statements, or a free copy of a
fund’s proxy voting record, please email Fidelity at
[email protected] or visit Fidelity’s
web site at
institutional.fidelity.com.For
more information on any Fidelity® fund, including charges and expenses, call Fidelity at the number indicated above for
a free prospectus. Read it carefully before investing or sending money.
TABLE
OF CONTENTS
INVESTMENT
POLICIES AND LIMITATIONS
The
following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of the fund’s assets that may be invested in any security or other asset, or sets forth
a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the
fund’s acquisition of such security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances
will not be considered when determining whether the investment complies with the fund’s investment policies and limitations.
The
fund’s fundamental investment policies and limitations cannot be changed without approval by a “majority of the outstanding voting
securities” (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this Statement of Additional Information (SAI) are not
fundamental and may be changed without shareholder approval.
The
following are the fund’s fundamental investment limitations set forth in their entirety.
Diversification
The
fund may not purchase the securities of any issuer, if, as a result, the fund would not comply with any applicable diversification requirements
for a money market fund under the Investment Company Act of 1940 and the rules thereunder, as such may be amended from time to time.
Senior
Securities
The
fund may not issue senior securities, except as permitted under the Investment Company Act of 1940.
Borrowing
The
fund may not borrow money, except that the fund may (i) borrow money for temporary or emergency purposes (not for leveraging or investment)
and (ii) engage in reverse repurchase agreements for any purpose; provided that (i) and (ii) in combination do not exceed 33 1/3% of the
fund’s total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3%
limitation.
Underwriting
The
fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning
of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.
Concentration
The
fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies
or instrumentalities) if, as a result, more than 25% of the fund’s total assets would be invested in the securities of companies
whose principal business activities are in the same industry.
For
purposes of the fund’s concentration limitation discussed above, with respect to any investment in repurchase agreements collateralized
by U.S. Government securities, Fidelity Management & Research Company LLC (FMR) looks through to the U.S. Government securities.
For
purposes of the fund’s concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer and
security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification
provider used by FMR does not assign a classification.
Real
Estate
The
fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall
not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the
real estate business).
Commodities
The
fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments.
Loans
The
fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties,
but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations
or other forms of debt instruments.
TABLE
OF CONTENTS
The
following investment limitations are not fundamental and may be changed without shareholder approval.
Diversification
The
fund does not currently intend to purchase a security (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or securities of other money market funds) if, as a result, more than 5% of its total assets would be invested
in securities of a single issuer; provided that the fund may invest up to 25% of its total assets in the first tier securities of a single
issuer for up to three business days.
For
purposes of the fund’s diversification limitation discussed above, certain securities subject to guarantees (including insurance,
letters of credit and demand features) are not considered securities of their issuer, but are subject to separate diversification requirements,
in accordance with industry standard requirements for money market funds.
Margin
Purchases
The
fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in connection with futures contracts, options on futures contracts
and other derivatives shall not constitute purchasing securities on margin.
Borrowing
The
fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate serves as
investment adviser (or from any party, for temporary borrowings not exceeding 5% of the fund’s total assets) or (b) by engaging
in reverse repurchase agreements with a bank.
Illiquid
Securities
The
fund does not currently intend to purchase any security if, as a result, more than 5% of its total assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold
or disposed of in the ordinary course of business within seven days at approximately the value ascribed to it by the fund.
For
purposes of the fund’s illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances,
the fund were in a position where more than 5% of its total assets were invested in illiquid securities, it would consider appropriate
steps to protect liquidity.
Loans
The
fund does not currently intend to lend assets other than securities to other parties, except by lending money (up to 15% of the fund’s
net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser. (This limitation
does not apply to purchases of debt securities or to repurchase agreements.)
In
addition to the fund’s fundamental and non-fundamental investment limitations discussed above:
In
order to qualify as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended,
the fund currently intends to comply with certain diversification limits imposed by Subchapter M.
The
following pages contain more detailed information about types of instruments in which the fund may invest, techniques the fund’s
adviser (or a sub-adviser) may employ in pursuit of the fund’s investment objective, and a summary of related risks. The fund’s
adviser (or a sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that doing so will help
the fund achieve its goal. However, the fund’s adviser (or a sub-adviser) is not required to buy any particular instrument or use
any particular technique even if to do so might benefit the fund.
On
the following pages in this section titled “Investment Policies and Limitations,” and except as otherwise indicated, references
to “an adviser” or “the adviser” may relate to the fund’s adviser or a sub-adviser, as applicable.
Affiliated
Bank Transactions. A Fidelity® fund may engage in transactions with financial institutions
that are, or may be considered to be, “affiliated persons” of the fund under the 1940 Act. These transactions may involve
repurchase agreements with custodian banks; short-term obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured
by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these
securities; short-term currency transactions; and short-term borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving
affiliated financial institutions.
Borrowing.
Fidelity® Treasury Digital Fund may make additional investments while borrowings are outstanding.
Cash
Management. A fund may hold uninvested cash.
TABLE
OF CONTENTS
Central
Funds are special types of investment vehicles created by Fidelity for use by the Fidelity®
funds and other advisory clients. Central funds are used to invest in particular security types or investment disciplines, or for cash
management. Central funds incur certain costs related to their investment activity (such as custodial fees and expenses), but generally
do not pay management fees. The investment results of the portions of a Fidelity® fund’s assets invested in the
Central funds will be based upon the investment results of those funds.
Commodity
Futures Trading Commission (CFTC) Notice of Exclusion. The Adviser, on behalf of the Fidelity®
fund to which this SAI relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of
the term “commodity pool operator” (CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated
thereunder, with respect to the fund’s operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation
as a commodity pool or a CPO. As of the date of this SAI, the adviser does not expect to register as a CPO of the fund. However, there
is no certainty that a fund or its adviser will be able to rely on an exclusion in the future as the fund’s investments change over
time. A fund may determine not to use investment strategies that trigger additional CFTC regulation or may determine to operate subject
to CFTC regulation, if applicable. If a fund or its adviser operates subject to CFTC regulation, it may incur additional expenses.
Disruption
to Financial Markets and Related Government Intervention. Economic downturns can trigger various
economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of events such
as the 2008 economic downturn led the U.S. Government and other governments to take a number of then-unprecedented actions designed to
support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases, a
lack of liquidity. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations
may take actions that affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that
are unforeseeable. Reforms may also change the way in which a fund is regulated and could limit or preclude a fund’s ability to
achieve its investment objective or engage in certain strategies. Also, while reforms generally are intended to strengthen markets, systems,
and public finances, they could affect fund expenses and the value of fund investments in unpredictable ways.
Similarly,
widespread disease including pandemics and epidemics, and natural or environmental disasters, such as earthquakes, droughts, fires, floods,
hurricanes, tsunamis and climate-related phenomena generally, have been and can be highly disruptive to economies and markets, adversely
impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment,
and other factors affecting the value of a fund’s investments. Economies and financial markets throughout the world have become
increasingly interconnected, which increases the likelihood that events or conditions in one region or country will adversely affect markets
or issuers in other regions or countries, including the United States. Additionally, market disruptions may result in increased market
volatility; regulatory trading halts; closure of domestic or foreign exchanges, markets, or governments; or market participants operating
pursuant to business continuity plans for indeterminate periods of time. Further, market disruptions can (i) prevent a fund from executing
advantageous investment decisions in a timely manner, (ii) negatively impact a fund’s ability to achieve its investment objective,
and (iii) may exacerbate the risks discussed elsewhere in a fund’s registration statement, including political, social, and economic
risks.
The
value of a fund’s portfolio is also generally subject to the risk of future local, national, or global economic or natural disturbances
based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held
by a fund may experience significant declines in the value of their assets and even cease operations, or may receive government assistance
accompanied by increased restrictions on their business operations or other government intervention. In addition, it remains uncertain
that the U.S. Government or foreign governments will intervene in response to current or future market disturbances and the effect of
any such future intervention cannot be predicted.
Funds
of Funds and Other Large Shareholders. Certain Fidelity® funds and accounts (including
funds of funds) invest in other funds (“underlying funds”) and, as a result, may at times have substantial investments in
one or more underlying funds.
An
underlying fund may experience large redemptions or investments due to transactions in its shares by funds of funds, other large shareholders,
or similarly managed accounts. While it is impossible to predict the overall effect of these transactions over time, there could be an
adverse impact on an underlying fund’s performance. In the event of such redemptions or investments, an underlying fund could be
required to sell securities or to invest cash at a time when it may not otherwise desire to do so. Such transactions may increase an underlying
fund’s brokerage and/or other transaction costs and affect the liquidity of a fund’s portfolio. In addition, when funds of
funds or other investors own a substantial portion of an underlying fund’s shares, a large redemption by such an investor could
cause actual expenses to increase, or could result in the underlying fund’s current expenses being allocated over a smaller asset
base, leading to an increase in the underlying fund’s expense ratio. Redemptions of underlying fund shares could also accelerate
the realization of taxable capital gains in the fund if sales of securities result in capital gains. The impact of these transactions
is likely to be greater when a fund of funds or other significant investor purchases, redeems, or owns a substantial portion of the underlying
fund’s shares.
When
possible, Fidelity will consider how to minimize these potential adverse effects, and may take such actions as it deems appropriate to
address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions over a
period of time, although there can be no assurance that such actions will be successful. A high
TABLE
OF CONTENTS
volume
of redemption requests can impact an underlying fund the same way as the transactions of a single shareholder with substantial investments.
As an additional safeguard, Fidelity® fund of funds may manage the placement of their redemption requests in a manner
designed to minimize the impact of such requests on the day-to-day operations of the underlying funds in which they invest. This may involve,
for example, redeeming its shares of an underlying fund gradually over time.
Illiquid
Investments means any investment that cannot be sold or disposed of in current market conditions
in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Difficulty in
selling or disposing of illiquid investments may result in a loss or may be costly to a fund. Illiquid securities may include (1) repurchase
agreements maturing in more than seven days without demand/redemption features, (2) over-the-counter (OTC) options and certain other derivatives,
(3) private placements, (4) securities traded on markets and exchanges with structural constraints, and (5) loan participations.
Under
the supervision of the Board of Trustees, a Fidelity® fund’s adviser classifies the liquidity of a fund’s
investments and monitors the extent of a fund’s illiquid investments.
Various
market, trading and investment-specific factors may be considered in determining the liquidity of a fund’s investments including,
but not limited to (1) the existence of an active trading market, (2) the nature of the security and the market in which it trades, (3)
the number, diversity, and quality of dealers and prospective purchasers in the marketplace, (4) the frequency, volume, and volatility
of trade and price quotations, (5) bid-ask spreads, (6) dates of issuance and maturity, (7) demand, put or tender features, and (8) restrictions
on trading or transferring the investment.
Fidelity
classifies certain investments as illiquid based upon these criteria. Fidelity also monitors for certain market, trading and investment-specific
events that may cause Fidelity to re-evaluate an investment’s liquidity status and may lead to an investment being classified as
illiquid. In addition, Fidelity uses a third-party to assist with the liquidity classifications of the fund’s investments, which
includes calculating the time to sell and settle a specified size position in a particular investment without the sale significantly changing
the market value of the investment.
Increasing
Government Debt. The total public debt of the United States and other countries around the globe
as a percent of gross domestic product has, at times, grown rapidly. Although high debt levels do not necessarily indicate or cause economic
problems, they may create certain systemic risks if sound debt management practices are not implemented.
A
high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will
not be able to make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation
of currencies, and can prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.
Rating
services have, in the past, lowered their long-term sovereign credit rating on the United States. The market prices and yields of securities
supported by the full faith and credit of the U.S. Government may be adversely affected by rating services’ decisions to downgrade the
long-term sovereign credit rating of the United States.
Insolvency
of Issuers, Counterparties, and Intermediaries. Issuers of fund portfolio securities or counterparties
to fund transactions that become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss,
valuation uncertainty, increased illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks
may be amplified in foreign markets, where security trading, settlement, and custodial practices can be less developed than those in the
U.S. markets, and bankruptcy laws differ from those of the U.S.
As
a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred
stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer’s securities
and the results of related proceedings can be unpredictable.
If
a counterparty to a fund transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return
of related fund assets or in exercising other rights against the counterparty. In addition, insolvency and liquidation proceedings take
time to resolve, which can limit or preclude a fund’s ability to terminate a transaction or obtain related assets or collateral
in a timely fashion. Uncertainty may also arise upon the insolvency of an intermediary with which a fund has pending transactions. If
an intermediary becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes
difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of
these protections can also take time to resolve, which may result in illiquid positions.
Interfund
Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a Fidelity®
fund may lend money to, and borrow money from, other funds advised by FMR or its affiliates. A Fidelity® fund will borrow
through the program only when the costs are equal to or lower than the costs of bank loans. A Fidelity® fund will lend
through the program only when the returns are higher than those available from an investment in repurchase agreements. Interfund loans
and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day’s notice.
A Fidelity® fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
TABLE
OF CONTENTS
Low
or Negative Yielding Securities. During periods of very low or negative interest rates, a fund
may be unable to maintain positive returns. Interest rates in the U.S. and many parts of the world, including Japan and some European
countries, have recently been at or near historically low levels. Japan and those European countries have, from time to time, experienced
negative interest rates on certain fixed income instruments. Very low or negative interest rates may magnify interest rate risk for the
markets as a whole and for the funds. Changing interest rates, including rates that fall below zero, may have unpredictable effects on
markets, may result in heightened market volatility and may detract from fund performance to the extent a fund is exposed to such interest
rates.
Put
Features entitle the holder to sell a security back to the issuer at any time or at specified intervals.
In exchange for this benefit, a fund may accept a lower interest rate. Securities with put features are subject to the risk that the put
provider is unable to honor the put feature (purchase the security).
Repurchase
Agreements involve an agreement to purchase a security and to sell that security back to the original
seller at an agreed-upon price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated
to the coupon rate or maturity of the purchased security. As protection against the risk that the original seller will not fulfill its
obligation, the securities are held in a separate account at a bank, marked-to-market daily, and maintained at a value at least equal
to the sale price plus the accrued incremental amount. The value of the security purchased may be more or less than the price at which
the counterparty has agreed to purchase the security. In addition, delays or losses could result if the other party to the agreement defaults
or becomes insolvent. A fund may be limited in its ability to exercise its right to liquidate assets related to a repurchase agreement
with an insolvent counterparty. A Fidelity® fund may engage in repurchase agreement transactions with parties whose creditworthiness
has been reviewed and found satisfactory by the fund’s adviser.
Restricted
Securities (including Private Placements) are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to a fund. Restricted securities, including private placements of private
and public companies, generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the
Securities Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration
of the security.
Reverse
Repurchase Agreements. In a reverse repurchase agreement, a fund sells a security to another party,
such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity®
fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the
fund’s adviser. Such transactions may increase fluctuations in the market value of a fund’s assets and, if applicable, a fund’s
yield, and may be viewed as a form of leverage. A money market fund may enter into reverse repurchase agreements with banks and needs
to aggregate the amount of indebtedness associated with its reverse repurchase agreements with the aggregate amount of any other senior
securities representing indebtedness (e.g., borrowings, if applicable) when calculating the fund’s asset coverage ratio.
SEC
Rule 18f-4. In October 2020, the SEC adopted a final rule related to the use of derivatives,
reverse repurchase agreements and certain other transactions by registered investment companies. A money market fund cannot rely on the
rule to use such instruments, with a limited exception for certain investments in when-issued, forward-settling and non-standard settlement
cycle securities transactions. Under Rule 18f-4, a money market fund will only be permitted to invest in a security on a when-issued
or forward-settling basis, or with a non-standard settlement cycle, and the transaction will be deemed not to involve a senior security
(as defined under Section 18(g) of the 1940 Act), provided that (i) the fund intends to physically settle the transaction and (ii)
the transaction will settle within 35 days of its trade date.
Securities
of Other Investment Companies, including shares of closed-end investment companies (which include
business development companies (BDCs)), unit investment trusts, and open-end investment companies such as mutual funds and ETFs, represent
interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies (including
investment companies managed by the Adviser and its affiliates) involves substantially the same risks as investing directly in the underlying
instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio management fees and operating
expenses, unless such fees have been waived by the Adviser. Fees and expenses incurred indirectly by a fund as a result of its investment
in shares of one or more other investment companies generally are referred to as “acquired fund fees and expenses” and may
appear as a separate line item in a fund’s prospectus fee table. For certain investment companies, such as BDCs, these expenses
may be significant. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that
trade on a stock exchange or OTC at a premium or a discount to their net asset value per share (NAV). Others are
continuously offered at NAV, but may also be traded in the secondary market. Similarly, ETFs trade on a securities exchange and may trade
at a premium or a discount to their NAV.
A
fund’s ability to invest in securities of other investment companies may be limited by federal securities laws. To the extent a
fund acquires securities issued by unaffiliated investment companies, the Adviser’s access to information regarding such underlying
fund’s portfolio may be limited and subject to such fund’s policies regarding disclosure of fund holdings.
TABLE
OF CONTENTS
Stripped
Securities are the separate income or principal components of a debt security. The risks associated
with stripped securities are similar to those of other money market securities, although stripped securities may be more volatile. U.S.
Treasury securities that have been stripped by a Federal Reserve Bank are obligations issued by the U.S. Treasury.
Temporary
Defensive Policies. Fidelity® Treasury Digital Fund reserves the right to hold
a substantial amount of uninvested cash for temporary, defensive purposes.
Transfer
Agent Bank Accounts. Proceeds from shareholder purchases of a Fidelity® fund may
pass through a series of demand deposit bank accounts before being held at the fund’s custodian. Redemption proceeds may pass from
the custodian to the shareholder through a similar series of bank accounts.
If
a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the fund when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements
or money market funds. Any balances that are not invested in repurchase agreements or money market funds remain in the bank account overnight.
Any risks associated with such an account are investment risks of the fund. The fund faces the risk of loss of these balances if the bank
becomes insolvent.
Variable
and Floating Rate Securities provide for periodic adjustments in the interest rate paid on the
security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have
interest rates that change whenever there is a change in a designated benchmark rate or the issuer’s credit quality, sometimes subject
to a cap or floor on such rate. Some variable or floating rate securities are structured with put features that permit holders to demand
payment of the unpaid principal balance plus accrued interest from the issuers or certain financial intermediaries.
In
addition to other interbank offered rates (IBORs), the London Interbank Offered Rate (LIBOR), which was calculated based on the rate of
interest offered on short-term interbank deposits, had historically been the most common benchmark rate for floating rate securities.
After the global financial crisis, regulators globally determined that existing interest rate benchmarks should be reformed based on concerns
that LIBOR and other IBORs were susceptible to manipulation. Replacement rates that have been identified include the Secured Overnight
Financing Rate (SOFR, which is intended to replace U.S. dollar LIBOR and measures the cost of U.S. dollar overnight borrowings collateralized
by treasuries) and the Sterling Overnight Index Average rate (SONIA, which is intended to replace pound sterling LIBOR and measures the
overnight interest rate paid by banks in the sterling market). Markets are slowly developing in response to these new rates. As a result
of the benchmark reforms, publication of all LIBOR settings has ceased. Although the transition process away from IBORs for most instruments
has been completed, any potential effects of a transition away from the IBORs on a fund and the financial instruments in which it invests
can be difficult to ascertain, and may depend on factors that include, but are not limited to: (i) existing fallback or termination provisions
in individual contracts; (ii) the effect of new legislation relating to the discontinuation of LIBOR and the use of replacement rates,
and (iii) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products
and instruments. Moreover, certain aspects of the transition from IBORs will rely on the actions of third-party market participants, such
as clearing houses, trustees, administrative agents, asset servicers and certain service providers; the Adviser cannot guarantee the performance
of such market participants and any failure on the part of such market participants to manage their part of the IBOR transition could
impact a fund. Such transition may result in a reduction in the value of IBOR-based (or formerly IBOR-based) instruments held by a fund,
a reduction in the effectiveness of certain hedging transactions and increased illiquidity and volatility in markets that currently rely
or previously relied on an IBOR to determine interest rates, any of which could adversely impact the fund’s performance.
When-Issued
and Forward Purchase or Sale Transactions involve a commitment to purchase or sell specific securities
at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security.
Typically, no interest accrues to the purchaser until the security is delivered.
When
purchasing securities pursuant to one of these transactions, the purchaser assumes the rights and risks of ownership, including the risks
of price and yield fluctuations and the risk that the security will not be issued as anticipated. Because payment for the securities is
not required until the delivery date, these risks are in addition to the risks associated with a fund’s investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding, the purchases may result in a form of leverage. When a fund has
sold a security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.
A
fund may renegotiate a when-issued or forward transaction and may sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.
In
addition to the investment policies and limitations discussed above, a fund is subject to the additional operational risk discussed below.
Considerations
Regarding Cybersecurity. With the increased use of technologies such as the Internet to conduct
business, a fund’s service providers are susceptible to operational, information security and related risks. In general, cyber incidents
can result from deliberate attacks or unintentional events and may arise from external or internal sources. Cyber attacks include, but
are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious
TABLE
OF CONTENTS
software
coding) for purposes of misappropriating assets or sensitive information; corrupting data, equipment or systems; or causing operational
disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service
attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting a fund’s manager,
any sub-adviser and other service providers (including, but not limited to, fund accountants, custodians, transfer agents and other service
providers) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference
with a fund’s ability to calculate its NAV, impediments to trading, the inability of fund shareholders to transact business, destruction
to equipment and systems, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement
or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting
issuers of securities in which a fund invests, counterparties with which a fund engages in transactions, governmental and other regulatory
authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions
(including financial service providers for fund shareholders) and other parties. In addition, substantial costs may be incurred in order
to prevent any cyber incidents in the future.
While
a fund’s service providers have established business continuity plans in the event of, and risk management systems to prevent, such
cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified.
Furthermore, a fund cannot control the cyber security plans and systems put in place by its service providers or any other third parties
whose operations may affect a fund or its shareholders. A fund and its shareholders could be negatively impacted as a result.
Use
of Blockchain.
The
fund’s transfer agent maintains the official record of share ownership of the OnChain class in book-entry form. Ownership of the
OnChain class will also be recorded on a public blockchain. Although the secondary recording of the OnChain class on a blockchain will
not represent the official record of ownership, the transfer agent will reconcile the secondary blockchain transactions with the official
records of the OnChain class on at least a daily basis during business days under normal conditions. The transfer agent’s
book-entry records will constitute the official record of the fund and govern the record ownership of fund shares in all circumstances.
From time to time, there may be delays in the reconciliation of the secondary records maintained on a blockchain with the official
records maintained by the transfer agent. Such a delay may occur on account of operational and business disruptions caused by, among
other things, technological failures and natural or environmental disasters. As a result of such a delay, the secondary records maintained
on a blockchain may not represent an investor’s then-current ownership balance of OnChain class shares.
A
blockchain is an open, distributed ledger that records transactions between two parties in a verifiable and immutable (i.e., permanent)
manner using cryptography. Transactions on the blockchain are verified and authenticated by computers on the network (referred to as
“nodes” or “validators”) that receive, propagate, verify, and execute transactions. The process of authenticating
a transaction before it is recorded ensures that only valid and authorized transactions are permanently recorded on the blockchain in
collections of transactions called “blocks.” Blockchain networks are based upon software source code that establishes and
governs their respective cryptographic systems for verifying transactions. The fund’s transfer agent maintains controls to correct
errors or unauthorized transactions. In the event such a correction was warranted, the transfer agent would make the correction by adding
an appropriate instruction to another subsequent block on the applicable blockchain (i.e., the prior activity on the blockchain would
not be deleted, although the blockchain would be updated with the correct transactional history).
In
order to facilitate the use of blockchain technology, a potential investor must have a “blockchain wallet,” which the transfer
agent would create and hold on an investor’s behalf when opening an account. Generally, a blockchain wallet is a software application
that stores a user’s “private key” associated with the address that holds the user’s assets and is used to facilitate
the transfer of such assets on a particular blockchain. A private key is used to send (i.e., digitally sign and authenticate) instructions
to the blockchain to update the ownership records of the digital assets and is private to the wallet owner, while a corresponding “public
key” is public and allows other wallets on the applicable blockchain to transfer digital assets to a wallet’s public key
address when permitted. When a private key is stolen or lost, the digital asset holdings linked to that private key could become inaccessible
to the wallet holder and/or subject to the risk of misappropriation. Notwithstanding these risks, as noted above, the transfer agent
maintains controls to correct errors or unauthorized transactions.
The
blockchain(s) used by the transfer agent for the OnChain class (currently, Ethereum) will store the complete transactional history from
the issuance of the shares, and this transactional history is available to the public. As a result, robust and transparent data, other
than shareholder personal identifying information, will be publicly available through one or more “block explorer” tools capable
of displaying activity on the applicable blockchain network. Accordingly, the shares’ issuance and redemption data (and not a shareholder’s
personal identifying information) will be exposed to the public. The personal identifying information necessary to associate a given share
with the record owner of that share will be maintained by the transfer agent in a separate, traditional database that is not available
to the public. However, if there are data security breaches
TABLE
OF CONTENTS
resulting
in theft of the information necessary to link personal identity with particular blockchain addresses, the stolen information could be
used to determine a shareholder’s complete investing history in the fund. Concerns over these privacy issues may limit adoption
of public-ledger blockchain technology, reducing the potential market acceptance for the shares and the size of the fund.
The
transfer agent provides a wallet to and assigns a unique blockchain address for each investor upon the creation of an account. After
the transfer agent reconciles the secondary blockchain transactions with the official records, each investor will be able to track
the balance of any OnChain class shares in their wallet via blockchain explorers. Only wallets that are created and approved by the transfer
agent are authorized to purchase, redeem and hold OnChain class shares of the fund. At this time, investors may not hold their shares
in any other wallet, and the private key associated with an investor’s wallet will be held by the transfer agent, subject to controls
that are intended to reduce the likelihood of erroneous or impermissible transactions involving fund shares.
The
OnChain class of the fund currently uses the Ethereum network as the public blockchain. In the future, the fund may use other public blockchain
networks, subject to eligibility and other requirements that the fund may impose.
The
Ethereum network’s transactions are verified on the Ethereum blockchain through a process called “proof-of-stake.” In
proof-of-stake, users (referred to as “validators”) stake a minimum amount of capital in the form of the native digital asset
(e.g., ether) into a smart contract, or computer program, stored on the network. Consensus algorithms, such as proof-of-stake and proof-of-work
(used by other blockchain networks), are integral to ensuring that transactions are verified and recorded securely without a central authority.
At
this time, the transaction fees associated with validating transactions on the Ethereum or any other blockchain network will be
borne by the Adviser or its affiliates. In the future, investors may be responsible for these fees, for some or all of their transactions
involving fund shares.
Complex
information technology and communications systems, such as blockchain networks, are subject to a number of different threats or risks
(including operational, information security and related risks and cyber incidents) that could adversely affect the fund and its shareholders.
Blockchain
systems could be vulnerable to fraud, particularly if a significant minority of participants colluded to defraud the rest. Access to a
given blockchain requires an individualized key, which, if compromised, could result in loss due to theft, destruction or inaccessibility.
There is little regulation of blockchain technology other than the intrinsic public nature of the blockchain system. Any future regulatory
developments could affect the viability and expansion of the use of blockchain technology. Because blockchain technology systems may operate
across many national boundaries and regulatory jurisdictions, it is possible that blockchain technology may be subject to widespread and
inconsistent regulation. Blockchain technology is not a product or service that provides identifiable revenue for companies that implement,
or otherwise use it. Currently, blockchain technology is commonly used for the recording of transactions in digital assets, which are
extremely speculative and volatile. Problems in digital asset markets could have a wider effect on companies associated with blockchain
technology. Blockchain technology also may never be implemented to a scale that provides identifiable economic benefit. There are currently
a number of competing blockchain platforms with competing intellectual property claims. The uncertainty inherent in these competing technologies
could cause companies to use alternatives to blockchain.
Delays
in transaction processing have occurred on the blockchain networks. Such a delay may occur on account of, among other things, the inability
of nodes to reach consensus on transactions, including in relation to upgrades on changes in the applicable blockchain. During a network
delay, it will not be possible to record transactions in the shares on the blockchain. Should such a delay occur for an extended period
of time, the fund could choose to effect transactions with shareholders manually (i.e., in book-entry
form) until such time as the network has resumed normal operation. The fund may choose to reevaluate the suitability of a particular network
for the fund’s OnChain class shares in the event of future or recurring delays.
The
suitability of a particular network, such as Ethereum, (and their underlying blockchain ledgers) on which the transfer agent will rely
could decline due to a variety of causes, adversely affecting the functionality of the shares and an investment in the fund. Blockchain
networks are based on software protocols that govern the peer-to-peer interactions between computers connected to these networks. The
suitability of such networks for the functionality of the shares depends upon a variety of factors, including, but not limited to, the
effectiveness of the developers and validators of a network, changes in the consensus or validation scheme that underlies the network,
the failure of cybersecurity controls, the existence of undiscovered technical flaws, and intellectual property rights-based or other
claims against the network’s participants. Unfavorable developments or characteristics of any of the above or other circumstances
could adversely affect the fund’s operations or the functionality of the shares.
In
the future, the ownership of OnChain class shares may be maintained and recorded primarily on the Ethereum or another blockchain network,
although there is no guarantee that this will occur. In addition, in the future, OnChain class shares may be available for purchase, sale
or transfer from one investor to another investor (or potential investor) (“peer-to-peer”) on the blockchain or in a secondary
trading market. The fund has no current agreement to make OnChain class shares available for trading in a secondary market but may enter
into such an agreement in the future. These features are not currently, and may never be, available to investors. These features would
be subject to then-existing regulations and regulatory interpretations.
TABLE
OF CONTENTS
Orders
for the purchase or sale of portfolio securities are placed on behalf of the fund by Fidelity Management & Research Company LLC (FMR
or the Adviser) pursuant to authority contained in the management contract.
To
the extent that the Adviser grants investment management authority to a sub-adviser (see the section entitled “Management Contract”),
that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with the
policies described in this section. Furthermore, the sub-adviser’s trading and associated policies, which may differ from the Adviser’s
policies, may apply to that fund, subject to applicable law.
The
Adviser or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and
investment accounts for which it has or its affiliates have investment discretion.
The
fund will not incur any commissions or sales charges when it invests in shares of certain pooled investment vehicles (including any underlying
Central funds), but it may incur such costs when it invests directly in other types of securities.
Purchases
and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their services.
Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities traded
on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in both
OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network (ECN)
or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.
Purchases
and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although there is
no stated brokerage commission paid by the fund for any fixed-income security, the price paid by the fund to an underwriter includes the
disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the spread
between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in
underwritten fixed price offerings.
The
Trustees of the fund periodically review the Adviser’s performance of its responsibilities in connection with the placement of portfolio
securities transactions on behalf of the fund. The Trustees also review the compensation paid by the fund over representative periods
of time to determine if it was reasonable in relation to the benefits to the fund.
The
Selection of Securities Brokers and Dealers
The
Adviser or its affiliates generally have authority to select brokers (whether acting as a broker or a dealer) to place or execute the
fund’s portfolio securities transactions. In selecting brokers, including affiliates of the Adviser, to execute the fund’s
portfolio securities transactions, the Adviser or its affiliates consider the factors they deem relevant in the context of a particular
trade and in regard to the Adviser’s or its affiliates’ overall responsibilities with respect to the fund and other investment accounts,
including any instructions from the fund’s portfolio manager, which may emphasize, for example, speed of execution over other factors.
Based on the factors considered, the Adviser or its affiliates may choose to execute an order using ECNs, including broker-sponsored algorithms,
internal crossing, or by verbally working an order with one or more brokers. Other possibly relevant factors include, but are not limited
to, the following: price; costs; the size, nature and type of the order; the speed of execution; financial condition and reputation of
the broker; broker specific considerations (e.g., not all brokers are able to execute all types of trades); broker willingness to commit
capital; the nature and characteristics of the markets in which the security is traded; the trader’s assessment of whether and how
closely the broker likely will follow the trader’s instructions to the broker; confidentiality and the potential for information
leakage; the nature or existence of post-trade clearing, settlement, custody and currency convertibility mechanisms; and the provision
of additional brokerage and research products and services, if applicable and where allowed by law.
In
seeking best execution for portfolio securities transactions, the Adviser or its affiliates may from time to time select a broker that
uses a trading method, including algorithmic trading, for which the broker charges a higher commission than its lowest available commission
rate. The Adviser or its affiliates also may select a broker that charges more than the lowest commission rate available from another
broker. Occasionally the Adviser or its affiliates execute an entire securities transaction with a broker and allocate all or a portion
of the transaction and/or related commissions to a second broker where a client does not permit trading with an affiliate of the Adviser
or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate
paid to the executing broker. For futures transactions, the selection of a futures commission merchant is generally based on the overall
quality of execution and other services provided by the futures commission merchant. The Adviser or its affiliates execute futures transactions
verbally and electronically.
The
Acquisition of Brokerage and Research Products and Services
Brokers
(who are not affiliates of the Adviser) that execute transactions for a fund managed outside of the European Union or the United Kingdom
may receive higher compensation from the fund than other brokers might have charged the fund, in recognition of the value of the brokerage
or research products and services they provide to the Adviser or its affiliates.
Research
Products and Services. These products and services may include, when permissible under applicable
law, but are not limited to: economic, industry, company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports;
TABLE
OF CONTENTS
market
color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data,
information and other services; analytical computer software and services; and investment recommendations. In addition to receiving brokerage
and research products and services via written reports and computer-delivered services, such reports may also be provided by telephone
and in video and in-person meetings with securities analysts, corporate and industry spokespersons, economists, academicians and government
representatives and others with relevant professional expertise. The Adviser or its affiliates may request that a broker provide a specific
proprietary or third-party product or service. Some of these brokerage and research products and services supplement the Adviser’s
or its affiliates’ own research activities in providing investment advice to the fund.
Execution
Services. In addition, when permissible under applicable law, brokerage and research products
and services include those that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental
functions (including, but not limited to, communication services related to trade execution, order routing and algorithmic trading, post-trade
matching, exchange of messages among brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation
of institutional trades).
Mixed-Use
Products and Services. Although the Adviser or its affiliates do not use fund commissions to pay
for products or services that do not qualify as brokerage and research products and services or eligible external research under MiFID
II and FCA regulations (as defined below), where allowed by applicable law, they, at times, will use commission dollars to obtain certain
products or services that are not used exclusively in the Adviser’s or its affiliates’ investment decision-making process (mixed-use
products or services). In those circumstances, the Adviser or its affiliates will make a good faith judgment to evaluate the various benefits
and uses to which they intend to put the mixed-use product or service, and will pay for that portion of the mixed-use product or service
that does not qualify as brokerage and research products and services or eligible external research with their own resources (referred
to as “hard dollars”).
Benefit
to the Adviser. The Adviser’s or its affiliates’ expenses likely would be increased if they
attempted to generate these additional brokerage and research products and services through their own efforts, or if they paid for these
brokerage and research products or services with their own resources. Therefore, an economic incentive exists for the Adviser and/or its
affiliates to select or recommend a broker-dealer based on its interest in receiving the brokerage and research products and services,
rather than on the Adviser’s or its affiliates’ funds interest in receiving most favorable execution. The Adviser and its affiliates
manage the receipt of brokerage and research products and services and the potential for conflicts through its Commission Uses Program.
The Commission Uses Program effectively “unbundles” commissions paid to brokers who provide brokerage and research products
and services, i.e., commissions consist of an execution commission, which covers the execution of the trade (including clearance and settlement),
and a research charge, which is used to cover brokerage and research products and services. Those brokers have client commission arrangements
(each a CCA) in place with the Adviser and its affiliates (each of those brokers referred to as CCA brokers). In selecting brokers for
executing transactions on behalf of the fund, the trading desks through which the Adviser or its affiliates may execute trades are instructed
to execute portfolio transactions on behalf of the fund based on the quality of execution without any consideration of brokerage and research
products and services the CCA broker provides. Commissions paid to a CCA broker include both an execution commission and a research charge,
and while the CCA broker receives the entire commission, it retains the execution commission and either credits or transmits the research
portion (also known as “soft dollars”) to a CCA pool maintained by each CCA broker. Soft dollar credits (credits) accumulated
in CCA pools are used to pay research expenses. In some cases, the Adviser or its affiliates may request that a broker that is not a party
to any particular transaction provide a specific proprietary or third-party product or service, which would be paid with credits from
the CCA pool. The administration of brokerage and research products and services is managed separately from the trading desks, and traders
have no responsibility for administering the research program, including the payment for research. The Adviser and/or its affiliates,
at times, use a third-party aggregator to facilitate payments to research providers. Where an aggregator is involved, the aggregator would
maintain credits in an account that is segregated from the aggregator’s proprietary assets and the assets of its other clients and
uses those credits to pay research providers as instructed by the Adviser or its affiliates. Furthermore, where permissible under applicable
law, certain of the brokerage and research products and services that the Adviser or its affiliates receive are furnished by brokers on
their own initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage
and research products or services may be provided at no additional cost to the Adviser or its affiliates or have no explicit cost associated
with them. In addition, the Adviser or its affiliates may request that a broker provide a specific proprietary or third-party product
or service, certain of which third-party products or services may be provided by a broker that is not a party to a particular transaction
and is not connected with the transacting broker’s overall services.
The
Adviser’s Decision-Making Process. In connection with the allocation of fund brokerage,
the Adviser and/or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation
to the value of the brokerage and/or research products and services provided to the Adviser and/or its affiliates, viewed in terms of
the particular transaction for the fund or the Adviser’s or its affiliates’ overall responsibilities to that fund or other investment
companies and investment accounts for which the Adviser or its affiliates have investment discretion; however, each brokerage and research
product or service received in connection with the fund’s brokerage does not benefit all funds and certain funds will receive the
benefit of the brokerage and research product or services obtained with other funds’ commissions. As required under applicable laws or
fund policy, commissions generated by certain funds may only be used to obtain certain brokerage and
TABLE
OF CONTENTS
research
products and services. As a result, certain funds will pay more proportionately for certain types of brokerage and research products and
services than others, while the overall amount of brokerage and research products and services paid by each fund continues to be allocated
equitably. While the Adviser and its affiliates take into account the brokerage and/or research products and services provided by a broker
or dealer in determining whether compensation paid is reasonable, neither the Adviser, its affiliates, nor the fund incur an obligation
to any broker, dealer, or third party to pay for any brokerage and research product or service (or portion thereof) by generating a specific
amount of compensation or otherwise. Typically, for funds managed by the Adviser or its affiliates outside of the European Union or the
United Kingdom, these brokerage and research products and services assist the Adviser or its affiliates in terms of their overall investment
responsibilities to the fund or any other investment companies and investment accounts for which the Adviser or its affiliates may have
investment discretion. Certain funds or investment accounts may use brokerage commissions to acquire brokerage and research products and
services that also benefit other funds or accounts managed by the Adviser or its affiliates, and not every fund or investment account
uses the brokerage and research products and services that may have been acquired through that fund’s commissions.
Research
Contracts. The Adviser and/or its affiliates have arrangements with certain third-party research
providers and brokers through whom the Adviser and/or its affiliates effect fund trades, whereby the Adviser and/or its affiliates may
pay with fund commissions or hard dollars for all or a portion of the cost of research products and services purchased from such research
providers or brokers. If hard dollar payments are used, the Adviser and/or its affiliates, at times, will cause the fund to pay more for
execution than the lowest commission rate available from the broker providing research products and services to the Adviser and/or its
affiliates, or that may be available from another broker. The Adviser’s and/or its affiliates’ determination to pay for research
products and services separately is wholly voluntary on the Adviser’s or its affiliates’ part and may be extended to additional
brokers or discontinued with any broker participating in this arrangement.
Funds
Managed within the European Union or the United Kingdom. The Adviser and its affiliates have established
policies and procedures relating to brokerage commission uses in compliance with the revised Markets in Financial Instruments Directive
in the European Union, commonly referred to as “MiFID II”, as implemented in the United Kingdom through the Conduct of Business
Sourcebook Rules of the UK Financial Conduct Authority (the FCA), where applicable.
Funds,
or portions thereof, that are managed within the United Kingdom by FMR Investment Management (UK) Limited (FMR UK) use research payment
accounts (RPAs) to cover costs associated with equity and high income external research that is consumed by those funds or investment
accounts in accordance with MiFID II and FCA regulations. With RPAs, funds pay for external research through a separate research charge
that is generally assessed and collected alongside the execution commission. For funds that use an RPA, FMR UK establishes a research
budget. The budget is set by first grouping funds or investment accounts by strategy (e.g., asset allocation, blend, growth, etc.), and
then determining what external research is consumed to support the strategies and portfolio management services provided within the European
Union or the United Kingdom. In this regard, research budgets are set by research needs and are not otherwise linked to the volume or
value of transactions executed on behalf of the fund or investment account. For funds where portions are managed both within and outside
of the United Kingdom, external research may be paid using both a CCA and an RPA. Determinations of what is eligible research and how
costs are allocated are made in accordance with the Adviser’s and its affiliates’ policies and procedures. Costs for research consumed
by funds that use an RPA will be allocated among the funds or investment accounts within defined strategies pro rata based on the assets
under management for each fund or investment account. While the research charge paid on behalf of any one fund that uses an RPA varies
over time, the overall research charge determined at the fund level on an annual basis will not be exceeded.
FMR
UK is responsible for managing the RPA and may delegate its administration to a third-party administrator for the facilitation of the
purchase of external research and payments to research providers. RPA assets will be maintained in accounts at a third-party depository
institution, held in the name of FMR UK. FMR UK provides on request, a summary of: (i) the providers paid from the RPA; (ii) the total
amount they were paid over a defined period; (iii) the benefits and services received by FMR UK; and (iv) how the total amount spent from
the RPA compares to the research budget set for that period, noting any rebate or carryover if residual funds remain in the RPA.
Impacted
funds, like those funds that participate in CCA pools, at times, will make payments to a broker that include both an execution commission
and a research charge, but unlike CCAs (for which research charges may be retained by the CCA broker and credited to the CCA, as described
above), the broker will receive separate payments for the execution commission and the research charge and will promptly remit the research
charge to the RPA. Assets in the RPA are used to satisfy external research costs consumed by the funds.
If
the costs of paying for external research exceed the amount initially agreed in relation to funds in a given strategy, the Adviser or
its affiliates may continue to charge those funds or investment accounts beyond the initially agreed amount in accordance with MiFID II,
continue to acquire external research for the funds or investment accounts using its own resources, or cease to purchase external research
for those funds or investment accounts until the next annual research budget. If assets for specific funds remain in the RPA at the end
of a period, they may be rolled over to the next period to offset next year’s research charges for those funds or rebated to those
funds.
Funds
managed by FMR UK that trade only fixed income securities will not participate in RPAs because fixed income securities trade based on
spreads rather than commissions, and thus unbundling the execution commission and research charge
TABLE
OF CONTENTS
is
impractical. Therefore, FMR UK and its affiliates have established policies and procedures to ensure that external research that is paid
for through RPAs is not made available to FMR UK portfolio managers that manage fixed income funds or investment accounts in any manner
inconsistent with MiFID II and FCA regulations.
Commission
Recapture
From
time to time, the Adviser or its affiliates engages in brokerage transactions with brokers (who are not affiliates of the Adviser) who
have entered into arrangements with the Adviser or its affiliates under which the broker will, at times, rebate a portion of the compensation
paid by a fund (commission recapture). Not all brokers with whom the fund trades have been asked to participate in brokerage commission
recapture.
Affiliated
Transactions
The
Adviser or its affiliates place trades with certain brokers, including National Financial Services LLC (NFS), through its Fidelity Capital
Markets (FCM) division, and Kezar Trading, LLC (Kezar Trading), with whom they are under common control or otherwise affiliated,
provided the Adviser or its affiliates determine that these affiliates’ trade-execution abilities and costs are comparable to those of
non-affiliated, qualified brokerage firms, and that such transactions be executed in accordance with applicable rules under the 1940 Act
and procedures adopted by the Board of Trustees of the fund and subject to other applicable law. In addition, from time to time, the Adviser
or its affiliates place trades with brokers that use NFS or Fidelity Clearing Canada ULC (FCC) as a clearing agent and/or use Level ATS,
an alternative trading system that is deemed to be affiliated with the Adviser, for execution services.
In
certain circumstances, trades are executed through alternative trading systems or national securities exchanges in which the Adviser or
its affiliates have an interest. Any decision to execute a trade through an alternative trading system or exchange in which the Adviser
or its affiliates have an interest would be made in accordance with applicable law, including best execution obligations. For trades placed
on such a system or exchange, not limited to ones in which the Adviser or its affiliates have an ownership interest, the Adviser or its
affiliates derive benefit in the form of increased valuation(s) of its equity interest, where it has an ownership interest, or other remuneration,
including rebates.
The
Trustees of the fund have approved procedures whereby a fund is permitted to purchase securities that are offered in underwritings in
which an affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates
as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the fund
could purchase in the underwritings.
Non-U.S.
Securities Transactions
To
facilitate trade settlement and related activities in non-U.S. securities transactions, the Adviser or its affiliates effect spot foreign
currency transactions with foreign currency dealers. In certain circumstances, due to local law and regulation, logistical or operational
challenges, or the process for settling securities transactions in certain markets (e.g., short settlement periods), spot currency transactions
are effected on behalf of funds by parties other than the Adviser or its affiliates, including funds’ custodian banks (working through
sub-custodians or agents in the relevant non-U.S. jurisdiction) or broker-dealers that executed the related securities transaction.
Trade
Allocation
Although
the Trustees and officers of the fund are substantially the same as those of certain other Fidelity® funds, investment
decisions for the fund are made independently from those of other Fidelity® funds or investment accounts (including proprietary
accounts). The same security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions
are inevitable when several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly
when the same security is suitable for the investment objective of more than one fund or investment account.
When
two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument, the prices
and amounts are allocated in accordance with procedures believed by the Adviser to be appropriate and equitable to each fund or investment
account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as the fund is
concerned. In other cases, however, the ability of the fund to participate in volume transactions will produce better executions and prices
for the fund.
Commissions
Paid
A
fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The amount
of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder
activity, and/or portfolio turnover.
For
the fiscal year(s) ended April 30, 2025, Fidelity® Treasury Digital Fund paid no brokerage commissions.
During
the fiscal year ended April 30, 2025, Fidelity® Treasury Digital Fund paid no brokerage commissions to firms for
providing research or brokerage services.
TABLE
OF CONTENTS
During
the twelve-month period ended March 31, 2025, Fidelity® Treasury Digital Fund did not allocate brokerage commissions
to firms for providing research or brokerage services.
The
NAV is the value of a single share. NAV is computed by adding a class’s pro rata share of the value of a fund’s investments,
cash, and other assets, subtracting the class’s pro rata share of the fund’s liabilities, subtracting the liabilities allocated
to the class, and dividing the result by the number of shares of that class that are outstanding.
The
Board of Trustees has designated the fund’s investment adviser as the valuation designee responsible for the fair valuation function
and performing fair value determinations as needed. The adviser has established a Fair Value Committee (the Committee) to carry out the
day-to-day fair valuation responsibilities and has adopted policies and procedures to govern the fair valuation process and the activities
of the Committee.
A
fund’s adviser through the Committee engages in oversight activities with respect to the fund’s pricing services, which
includes, among other things, testing the prices provided by pricing services prior to calculation of a fund’s NAV, conducting periodic
due diligence meetings, and periodically reviewing the methodologies and inputs used by these services.
Shares
of open-end investment companies (including any underlying money market Central funds) held by a fund are valued at their respective NAVs.
Other
portfolio securities and assets held by a fund are valued on the basis of amortized cost. This technique involves initially valuing an
instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized
cost value of an instrument may be higher or lower than the price the fund would receive if it sold the instrument.
At
such intervals as they deem appropriate, the Trustees consider the extent to which NAV calculated using market valuations would deviate
from the $1.00 per share calculated using amortized cost valuation. If the Trustees believe that a deviation from the fund’s amortized
cost per share may result in material dilution or other unfair results to shareholders, the Trustees have agreed to take such corrective
action, if any, as they deem appropriate to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results.
Such corrective action could include selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten
average portfolio maturity; withholding dividends; redeeming shares in kind; establishing NAV by using available market quotations; and
such other measures as the Trustees may deem appropriate.
In
determining the fair value of a private placement security for which market quotations are not available, the Committee generally applies
one or more valuation methods including the market approach, income approach and cost approach. The market approach considers factors
including the price of recent investments in the same or a similar security or financial metrics of comparable securities. The income
approach considers factors including expected future cash flows, security specific risks and corresponding discount rates. The cost approach
considers factors including the value of the security’s underlying assets and liabilities.
The
fund’s adviser reports to the Board information regarding the fair valuation process and related material matters.
BUYING
AND SELLING INFORMATION
The
fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures approved
by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this purpose
as they are valued in computing the NAV of a fund or class, as applicable. Shareholders that receive securities or other property will
realize, upon receipt, a gain or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon
the sale of such securities or other property.
Dividends.
Because the fund’s income is primarily derived from interest, dividends from the fund generally will not qualify for the dividends-received
deduction available to corporate shareholders or the long-term capital gains tax rates available to individuals. Short-term capital gains
are taxable at ordinary income tax rates. Distributions by the fund to tax-advantaged retirement plan accounts are not taxable currently
(but you may be taxed later, upon withdrawal of your investment from such account).
Capital
Gain Distributions. The fund may distribute any net realized capital gains once a year or more
often (as legally permissible), as necessary.
State
and Local Tax Issues. For mutual funds organized as business trusts, state law provides for a pass-through
of the state and local income tax exemption afforded to direct owners of U.S. Government securities. Some states limit this pass-through
to mutual funds that invest a certain amount in U.S. Government securities, and some types of securities, such as repurchase agreements
and some agency-backed securities, may not qualify for this benefit. The tax treatment of your dividends from a fund will be the same
as if you directly owned a proportionate share of the U.S. Government securities.
TABLE
OF CONTENTS
Because
the income earned on certain U.S. Government securities is exempt from state and local personal income taxes, the portion of dividends
from a fund attributable to these securities will also be free from state and local personal income taxes. The exemption from state and
local personal income taxation does not preclude states from assessing other taxes on the ownership of U.S. Government securities.
Tax
Status of the Fund. The fund intends to qualify each year as a “regulated investment company”
under Subchapter M of the Internal Revenue Code so that it will not be liable for federal tax on income and capital gains distributed
to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the
fund level, the fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar
year as well as on a fiscal year basis (if the fiscal year is other than the calendar year), and intends to comply with other tax rules
applicable to regulated investment companies.
Non-U.S.
Shareholders. Fund distributions to non-US shareholders allocable from U.S.-source interest income
or from capital gains will generally be properly reported as such and therefore eligible to be free from U.S. federal withholding tax.
Distributions (if any) to non-U.S. shareholders other than dividends the fund properly reports as capital gain dividends or dividends
from U.S. source interest income (or from short-term capital gains) generally are subject to withholding of U.S. federal income tax at
the rate of 30% (or an applicable lower treaty rate). Any capital gain realized by a non-U.S. shareholder upon a sale or redemption of
fund shares will generally not be subject to U.S. federal income or withholding tax unless the gain is effectively connected with the
shareholder’s trade or business in the United States or, in the case of a nonresident alien individual, such individual’s
presence in the United States exceeds certain threshold and certain other conditions are met. Non-U.S. shareholders may be subject to
estate tax with respect to their fund shares. Withholding of U.S. federal income tax at a 30% rate is required with respect to payments
of taxable dividends made to certain non-U.S. entities that fail to comply (or to be deemed compliant) with extensive reporting and withholding
requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Dividend reinvestments
will be made net of any applicable U.S. withholding taxes. Shareholders may be requested to provide additional information to enable the
applicable withholding agent to determine whether withholding is required.
Other
Tax Information. The information above is only a summary of some of the tax consequences generally
affecting the fund and its shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your
tax preparer to determine whether the sale of shares of the fund resulted in a capital gain or loss or other tax consequence to you. In
addition to federal income taxes, shareholders may be subject to foreign, state and local taxes on fund distributions, and shares may
be subject to state and local personal property taxes. Investors should consult their tax advisers to determine whether the fund is suitable
to their particular tax situation.
The
Trustees, Members of the Advisory Board (if any), and officers of the trust and fund, as applicable, are listed below. The Board of Trustees
governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically
throughout the year to oversee the fund’s activities, review contractual arrangements with companies that provide services to the
fund, oversee management of the risks associated with such activities and contractual arrangements, and review the fund’s performance.
Each of the Trustees oversees 315 funds.
The
Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument,
signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become
incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee
who is not an interested person (as defined in the 1940 Act) of the trust and the fund is referred to herein as an Independent Trustee.
Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 75th birthday occurs. The Independent
Trustees may waive this mandatory retirement age policy with respect to individual Trustees. Officers and Advisory Board Members hold
office without limit in time, except that any officer or Advisory Board Member may resign or may be removed by a vote of a majority of
the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown
or other offices in the same company for the past five years.
Experience,
Skills, Attributes, and Qualifications of the Trustees. The Governance and Nominating Committee
has adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable
for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she
was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance
and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have the
experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based
on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of
future changes to board composition, business conditions, and regulatory
TABLE
OF CONTENTS
or
other developments, have also been considered by the professional search firms and the Governance and Nominating Committee. In addition,
the Board takes into account the Trustees’ commitment and participation in Board and committee meetings, as well as their leadership of
standing and ad hoc committees throughout their tenure.
In
determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience,
qualifications, attributes, and skills, which allow the Board to operate effectively in governing the fund and protecting the interests
of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case
led to the Board’s conclusion that the Trustee should serve (or continue to serve) as a trustee of the fund, is provided below.
Board
Structure and Oversight Function. Jennifer Toolin McAuliffe is an interested person and currently
serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested
Chairman has a personal and professional stake in the quality and continuity of services provided to the fund. Independent Trustees exercise
their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens
to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively
without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to
do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet
in executive session. Robert F. Gartland serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the
Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas
for Board meetings.
Fidelity®
funds are overseen by different Boards of Trustees. The fund’s Board oversees Fidelity’s investment-grade bond, money market,
asset allocation and certain equity funds, and other Boards oversee Fidelity’s alternative investment, high income and other equity
funds. The asset allocation funds may invest in Fidelity® funds that are overseen by such other Boards. The use of separate
Boards, each with its own committee structure, allows the Trustees of each group of Fidelity® funds to focus on the unique
issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish
joint committees to address issues of overlapping consequences for the Fidelity® funds overseen by each Board.
The
Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the
Trustees, the fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the fund’s
activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events
or circumstances the occurrence of which could have demonstrably adverse effects on the fund’s business and/or reputation; (ii)
implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such
events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market
conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day
operations and activities of the fund are carried out by or through FMR, its affiliates, and other service providers, the fund’s
exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board’s committees
has responsibility for overseeing different aspects of the fund’s activities, oversight is exercised primarily through the Operations
and Audit Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board’s
oversight of investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development
of additional risk reporting to the Board. The Operations Committee also worked and continues to work with FMR to enhance the stress tests
required under SEC regulations for money market funds. Appropriate personnel, including but not limited to the fund’s Chief Compliance
Officer (CCO), FMR’s internal auditor, the independent accountants, the fund’s Treasurer and portfolio management personnel,
make periodic reports to the Board’s committees, as appropriate, including an annual review of Fidelity’s risk management
program for the Fidelity® funds. The responsibilities of each standing committee, including their oversight responsibilities,
are described further under “Standing Committees of the Trustees.”
Interested
Trustees*:
Correspondence
intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.
Name,
Year of Birth; Principal Occupations and Other Relevant Experience+
Abigail
P. Johnson (1961)
Year
of Election or Appointment: 2009
Trustee
Ms. Johnson
also serves as Trustee of other Fidelity® funds and was Chairman (2009-2025) of the Board of Trustees of certain Fidelity®
funds. Ms. Johnson serves as Chairman (2016-present), Chief Executive Officer (2014-present), and Director (2007-present) of FMR
LLC (diversified financial services company), President of Fidelity Financial Services (2012-present) and President of Personal, Workplace
and Institutional Services (2005-present). Ms. Johnson is Chairman and Director of Fidelity Management & Research Company LLC
(investment adviser firm, 2011-present). Previously,
TABLE
OF CONTENTS
Ms. Johnson
served as Chairman and Director of FMR Co., Inc. (investment adviser firm, 2011-2019), Vice Chairman (2007-2016) and President (2013-2016)
of FMR LLC, President and a Director of Fidelity Management & Research Company (2001-2005), a Trustee of other investment companies
advised by Fidelity Management & Research Company, Fidelity Investments Money Management, Inc. (investment adviser firm), and FMR
Co., Inc. (2001-2005), Senior Vice President of the Fidelity® funds (2001-2005), and managed a number of Fidelity®
funds.
Jennifer
Toolin McAuliffe (1959)
Year
of Election or Appointment: 2016
Trustee
Chairman
of the Board of Trustees
Ms. McAuliffe
also serves as Trustee of other Fidelity® funds and as Trustee of Fidelity Charitable (2020-present). Previously, Ms. McAuliffe
served as Co-Head of Fixed Income of Fidelity Investments Limited (now known as FIL Limited (FIL)) (diversified financial services company),
Director of Research for FIL’s credit and quantitative teams in London, Hong Kong and Tokyo and Director of Research for taxable
and municipal bonds at Fidelity Investments Money Management, Inc. Ms. McAuliffe previously served as a member of the Advisory Board
of certain Fidelity® funds (2016). Ms. McAuliffe was previously a lawyer at Ropes & Gray LLP and an international
banker at Chemical Bank NA (now JPMorgan Chase & Co.). Ms. McAuliffe also currently serves as director or trustee of several
not-for-profit entities.
Christine
J. Thompson (1958)
Year
of Election or Appointment: 2023
Trustee
Ms. Thompson
also serves as a Trustee of other Fidelity® funds. Ms. Thompson serves as Leader of Advanced Technologies for Investment
Management at Fidelity Investments (2018-present). Previously, Ms. Thompson served as Chief Investment Officer in the Bond group
at Fidelity Management & Research Company (2010-2018) and held various other roles including Director of municipal bond portfolio
managers and Portfolio Manager of certain Fidelity® funds.
*
Determined to be an “Interested Trustee” by virtue of, among other things, his or her affiliation with the trust or various
entities under common control with FMR.
+
The information includes the Trustee’s principal occupation during the last five years and other information relating to the experience,
attributes, and skills relevant to the Trustee’s qualifications to serve as a Trustee, which led to the conclusion that the Trustee
should serve as a Trustee for the fund.
Independent
Trustees:
Correspondence
intended for an Independent Trustee may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Name,
Year of Birth; Principal Occupations and Other Relevant Experience+
Elizabeth
S. Acton (1951)
Year
of Election or Appointment: 2013
Trustee
Ms. Acton
also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Acton served as Executive Vice President,
Finance (2011-2012), Executive Vice President, Chief Financial Officer (2002-2011) and Treasurer (2004-2005) of Comerica Incorporated
(financial services). Prior to joining Comerica, Ms. Acton held a variety of positions at Ford Motor Company (1983-2002), including
Vice President and Treasurer (2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000).
Ms. Acton previously served as a member of the Advisory Board of certain Fidelity® funds (2013-2016) and as a member
of the Board and Audit and Finance Committees of Beazer Homes USA, Inc. (homebuilding, 2012-2024).
Laura
M. Bishop (1961)
Year
of Election or Appointment: 2023
Trustee
Ms. Bishop
also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Bishop held a variety of positions
at United Services Automobile Association (2001-2020), including Executive Vice President and Chief Financial Officer (2014-2020) and
Senior Vice President and Deputy Chief Financial Officer (2012-2014). Ms. Bishop currently serves as a member of the Audit Committee
and Compensation and Personnel Committee (2021-present) of the Board of Directors of Korn Ferry (global organizational consulting). Previously,
Ms. Bishop served as a Member of the Advisory Board of certain Fidelity® funds (2022-2023).
Ann
E. Dunwoody (1953)
Year
of Election or Appointment: 2018
Trustee
General
Dunwoody also serves as Trustee of other Fidelity® funds. General Dunwoody (United States Army, Retired) was the first
woman in U.S. military history to achieve the rank of four-star general and prior to her retirement in 2012 held a
TABLE
OF CONTENTS
variety
of positions within the U.S. Army, including Commanding General, U.S. Army Material Command (2008-2012). General Dunwoody currently serves
as a member of the Board, Chair of Nomination Committee and a member of the Corporate Governance Committee of Kforce Inc. (professional
staffing services, 2016-present) and a member of the Board of Automattic Inc. (software engineering, 2018-present). Previously, General
Dunwoody served as President of First to Four LLC (leadership and mentoring services, 2012-2022), a member of the Advisory Board and Nominating
and Corporate Governance Committee of L3 Technologies, Inc. (communication, electronic, sensor and aerospace systems, 2013-2019) and a
member of the Board and Audit and Sustainability and Corporate Responsibility Committees of Republic Services, Inc. (waste collection,
disposal and recycling, 2013-2016). General Dunwoody also serves on several boards for non-profit organizations, including as a member
of the Board, Chair of the Nomination and Governance Committee and a member of the Audit Committee of the Noble Reach Foundation (formerly
Logistics Management Institute) (consulting non-profit, 2012-present) and a member of the Board of ThanksUSA (military family education
non-profit, 2014-present). Previously, General Dunwoody served as a member of the Board of Florida Institute of Technology (2015-2022)
and a member of the Council of Trustees for the Association of the United States Army (advocacy non-profit, 2013-2021). General Dunwoody
previously served as a member of the Advisory Board of certain Fidelity® funds (2018).
Robert
F. Gartland (1951)
Year
of Election or Appointment: 2010
Trustee
Chairman
of the Independent Trustees
Mr. Gartland
also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Gartland held a variety of positions
at Morgan Stanley (financial services, 1979-2007), including Managing Director (1987-2007) and Chase Manhattan Bank (1975-1978). Mr. Gartland
previously served as Chairman and an investor in Gartland & Mellina Group Corp. (consulting, 2009-2019), as a member of the Board
of National Securities Clearing Corporation (1993-1996) and as Chairman of TradeWeb (2003-2004).
Robert
W. Helm (1957)
Year
of Election or Appointment: 2023
Trustee
Mr. Helm
also serves as Trustee of other Fidelity® funds. Mr. Helm was formerly Deputy Chairman (2003-2020), partner (1991-2020)
and an associate (1984-1991) of Dechert LLP (formerly Dechert Price & Rhoads). Mr. Helm currently serves on boards and committees
of several not-for-profit organizations, including as a Trustee and member of the Executive Committee of the Baltimore Council on Foreign
Affairs, a member of the Board of Directors of the St. Vincent de Paul Society of Baltimore and a member of the Life Guard Society of
Mt. Vernon. Previously, Mr. Helm served as a Member of the Advisory Board of certain Fidelity® funds (2021-2023).
Mark
A. Murray (1954)
Year
of Election or Appointment: 2016
Trustee
Mr. Murray
also serves as Trustee of other Fidelity® funds. Mr. Murray serves as Vice Chairman of the Board (2020-present) of
Meijer, Inc. Previously, Mr. Murray served as Co-Chief Executive Officer (2013-2016), President (2006-2013) and Vice Chairman (2013-2020)
of Meijer, Inc. Mr. Murray serves as a member of the Board (2009-present) and Public Policy and Responsibility Committee (2009-present)
and Lead Independent Director (2023-present) of DTE Energy Company (diversified energy company). Mr. Murray previously served as
a member of the Board of Spectrum Health (not-for-profit health system, 2015-2019) and as a member of the Board and Audit Committee and
Chairman of the Nominating and Corporate Governance Committee of Universal Forest Products, Inc. (manufacturer and distributor of wood
and wood-alternative products, 2004-2016). Mr. Murray also serves as a member of the Board of The Thompson Foundation, The Thompson
Schools Foundation and many other community and professional organizations. Mr. Murray previously served as a member of the Advisory
Board of certain Fidelity® funds (2016).
Lester
Owens (1957)
Year
of Election or Appointment: 2024
Trustee
Mr. Owens
also serves as Trustee of other Fidelity® funds. Previously, Mr. Owens served as a member of the Advisory Board of
certain Fidelity® funds (2024). Prior to his retirement, Mr. Owens served as Senior Executive Vice President, Head
of Operations, and member of the Operating Committee of Wells Fargo & Company (financial services, 2020-2023). Mr. Owens currently
serves as Chairman of the Board of Directors of Robert Wood Johnson Barnabas Health, Inc. (academic healthcare system, 2022-present).
Previously, Mr. Owens served as Senior Executive Vice President and Head of Operations at Bank of New York Mellon (financial services,
2019-2020) and held various roles at JPMorgan Chase & Co. (financial services, 2007-2019), including Managing Director for Wholesale
Banking Operations. Mr. Owens also previously served as a member of the Board of Directors of the Depository Trust & Clearing
Corporation (financial services, 2016) and as Chairman of the Board of Directors of the Clearing House Interbank Payments System (private
clearing system, 2015-2016).
TABLE
OF CONTENTS
Edward
A. Wiese (1959)
Year
of Election or Appointment: 2025
Trustee
Mr. Wiese
also serves as Trustee of other Fidelity® funds. Prior to his retirement, Mr. Wiese held a variety of positions
at T. Rowe Price (investment management, 1984-2019), including Head of Global Fixed Income (2015-2018), a member of the Management Committee
(2015-2018), Head of Taxable Low-Duration Fixed Income (2009-2015), chair and member of the Fixed Income Steering Committee (2009-2015)
and Chief Investment Officer of T. Rowe Price Savings Bank (2000-2013). He also served as a member of the Board of the T. Rowe Price
Mutual Funds (2015-2018). Mr. Wiese currently serves as a member of the Board and member of the Compensation, Finance, Philanthropy
and Strategic Planning Committees of the National Aquarium (2016-present), a member of the Board of the National Aquarium Foundation
(2024-present), a member of the Board and chair of the Finance Committee of St. Mary’s Ecumenical Institute (2019-present) and
a strategic advisor and executive social enterprise mentor at Innovation Works (2019-present). Previously, Mr. Wiese served as chair
of the Board of the National Aquarium (2022-2024).
Carol
J. Zierhoffer (1960)
Year
of Election or Appointment: 2023
Trustee
Ms. Zierhoffer
also serves as Trustee of other Fidelity® funds. Prior to her retirement, Ms. Zierhoffer held a variety of positions
at Bechtel Corporation (engineering company, 2013-2019), including Principal Vice President and Chief Information Officer (2013-2016)
and Senior Vice President and Chief Information Officer (2016-2019). Ms. Zierhoffer currently serves as a member of the Board of
Directors, Audit Committee and Compensation Committee of Veradigm Healthcare Solutions, Inc. (healthcare technology, 2020-present). Previously,
Ms. Zierhoffer served as a member of the Board of Directors, Audit and Finance Committee and Nominating and Governance Committee
of Atlas Air Worldwide Holdings, Inc. (aviation operating services, 2021-2022) as well as a member of the Board of Directors and Audit
Committee and as the founding Chair of the Information Technology Committee of MedAssets, Inc. (healthcare technology, 2013-2016), and
as a Member of the Advisory Board of certain Fidelity® funds (2023).
+
The information includes the Trustee’s principal occupation during the last five years and other information relating to the experience,
attributes, and skills relevant to the Trustee’s qualifications to serve as a Trustee, which led to the conclusion that the Trustee
should serve as a Trustee for the fund.
Advisory
Board Members and Officers:
Correspondence
intended for a Member of the Advisory Board (if any) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Correspondence intended for an officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.
Name,
Year of Birth; Principal Occupations+
Heather
Bonner (1977)
Year
of Election or Appointment: 2023
Assistant
Treasurer
Ms. Bonner
also serves as an officer of other funds. Ms. Bonner is a Senior Vice President (2022-present) and is an employee of Fidelity Investments
(2022-present). Ms. Bonner serves as Senior Vice President, Vice President, Treasurer, or Director of certain Fidelity entities.
Prior to joining Fidelity, Ms. Bonner was Managing Director at AQR Capital Management (2013-2022) and Treasurer and Principal Financial
Officer of the AQR Funds (2013-2022).
Craig
S. Brown (1977)
Year
of Election or Appointment: 2019
Assistant
Treasurer
Mr. Brown
also serves as an officer of other funds. Mr. Brown is a Vice President (2015-present) and is an employee of Fidelity Investments.
Mr. Brown serves as Assistant Treasurer of FIMM, LLC (2021-present). Previously, Mr. Brown served as Assistant Treasurer of
certain Fidelity® funds (2019-2022).
Stephanie
Caron (1969)
Year
of Election or Appointment: 2024
Chief
Financial Officer
Ms. Caron
also serves as Chief Financial Officer of other funds. Ms. Caron is Head of Fidelity Fund and Investment Operations (2024-present)
and is an employee of Fidelity Investments. Ms. Caron serves as President, Executive Vice President, or Director of certain Fidelity
entities. Previously, Ms. Caron was Head of Investment Services for Strategic Advisers LLC (investment adviser firm, 2019-2024).
TABLE
OF CONTENTS
David
J. Carter (1973)
Year
of Election or Appointment: 2020
Assistant
Secretary
Mr. Carter
also serves as Assistant Secretary of other funds. Mr. Carter is a Senior Vice President, Deputy General Counsel (2022-present) and
is an employee of Fidelity Investments. Previously, Mr. Carter served as Chief Legal Officer of Fidelity Investments Institutional
Operations Company LLC - Shareholder Division (transfer agent, 2020-2025).
Jonathan
Davis (1968)
Year
of Election or Appointment: 2010
Assistant
Treasurer
Mr. Davis
also serves as an officer of other funds. Mr. Davis is a Vice President (2006-present) and is an employee of Fidelity Investments.
Mr. Davis serves as Assistant Treasurer or Director of certain Fidelity entities.
Laura
M. Del Prato (1964)
Year
of Election or Appointment: 2018
President
and Treasurer
Ms. Del
Prato also serves as an officer of other funds. Ms. Del Prato is a Senior Vice President (2017-present) and is an employee of Fidelity
Investments. Ms. Del Prato serves as Senior Vice President, Vice President, Assistant Treasurer, or Director of certain Fidelity
entities. Previously, Ms. Del Prato served as President and Treasurer of The North Carolina Capital Management Trust: Cash Portfolio
and Term Portfolio (2018-2020).
Robin
Foley (1964)
Year
of Election or Appointment: 2023
Vice
President
Ms. Foley
also serves as Vice President of other funds. Ms. Foley is Head of Fidelity’s Fixed Income division (2023-present) and is an
employee of Fidelity Investments. Previously, Ms. Foley was Chief Investment Officer of Bonds (2017-2023).
Christopher
M. Gouveia (1973)
Year
of Election or Appointment: 2023
Chief
Compliance Officer
Mr. Gouveia
also serves as Chief Compliance Officer of other funds. Mr. Gouveia is a Senior Vice President of Asset Management Compliance (2019-present)
and is an employee of Fidelity Investments. Mr. Gouveia serves as Compliance Officer of Fidelity Management Trust Company (2023-present).
Previously, Mr. Gouveia served as Chief Compliance Officer of the North Carolina Capital Management Trust (2016-2019).
Colm
A. Hogan (1973)
Year
of Election or Appointment: 2016
Assistant
Treasurer
Mr. Hogan
also serves as an officer of other funds. Mr. Hogan is a Vice President (2016-present) and is an employee of Fidelity Investments.
Mr. Hogan serves as Assistant Treasurer of certain Fidelity entities. Previously, Mr. Hogan served as Deputy Treasurer of certain
Fidelity® funds (2016-2020) and Assistant Treasurer of certain Fidelity® funds (2016-2018).
Nicole
Macarchuk (1968)
Year
of Election or Appointment: 2024
Secretary
and Chief Legal Officer (CLO)
Ms. Macarchuk
also serves as an officer of other funds and as CLO of certain Fidelity entities. Ms. Macarchuk is a Senior Vice President, Deputy
General Counsel (2024-present) and is an employee of Fidelity Investments (2024-present). Prior to joining Fidelity, Ms. Macarchuk
was a Partner at Dechert LLP (law firm, 2022-2024), where she focused her corporate practice on financial services and asset management
industry. Prior to joining Dechert LLP, Ms. Macarchuk was Managing Director, Chief Operating Officer and General Counsel
for Angel Island Capital, LLC (2019-2022) and Managing Director, General Counsel Public Markets at Kohlberg Kravis Roberts & Co.
(2010-2019).
Chris
Maher (1972)
Year
of Election or Appointment: 2013
Assistant
Treasurer
Mr. Maher also
serves as an officer of other funds. Mr. Maher is a Senior Vice President (2023-present) and is an employee of Fidelity Investments.
Mr. Maher serves as Assistant Treasurer of certain Fidelity entities. Previously, Mr. Maher served as Assistant Treasurer of
certain funds (2013-2020).
TABLE
OF CONTENTS
Brett
Segaloff (1972)
Year
of Election or Appointment: 2021
Anti-Money
Laundering (AML) Officer
Mr. Segaloff
also serves as AML Officer of other funds. Mr. Segaloff is a Vice President (2022-present) and is an employee of Fidelity Investments.
Mr. Segaloff serves as Anti Money Laundering Compliance Officer or Anti Money Laundering/Bank Secrecy Act Compliance Officer of certain
Fidelity entities.
Stacie
M. Smith (1974)
Year
of Election or Appointment: 2013
Assistant
Treasurer
Ms. Smith
also serves as an officer of other funds. Ms. Smith is a Senior Vice President (2016-present) and is an employee of Fidelity Investments.
Ms. Smith serves as Assistant Treasurer of certain Fidelity entities and has served in other fund officer roles.
Joyce
Todisco (1983)
Year
of Election or Appointment: 2024
Assistant
Treasurer
Ms. Todisco
also serves as an officer of other funds. Ms. Todisco is a Vice President (2022-present) and is an employee of Fidelity Investments
(2022-present). Ms. Todisco serves as Assistant Treasurer of Fidelity CRET Trustee LLC (2024-present). Prior to joining Fidelity,
Ms. Todisco was a Director in the asset and wealth management practice of PricewaterhouseCoopers LLP (2017-2022).
Jim
Wegmann (1979)
Year
of Election or Appointment: 2021
Deputy
Treasurer
Mr. Wegmann
also serves as an officer of other funds. Mr. Wegmann is a Vice President (2016-present) and is an employee of Fidelity Investments.
Mr. Wegmann serves as Assistant Treasurer of FIMM, LLC (2021-present). Previously, Mr. Wegmann served as Assistant Treasurer
of certain Fidelity® funds (2019-2021).
+
The information includes principal occupation during the last five years.
Standing
Committees of the Trustees. The Board of Trustees has established various committees to support
the Independent Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board
of Trustees has four standing committees. The members of each committee are Independent Trustees.
The
Operations Committee is composed of all of the Independent Trustees, with Mr. Gartland currently serving as Chair. The committee
normally meets at least six times a year, or more frequently as called by the Chair, and serves as a forum for consideration of issues
of importance to, or calling for particular determinations by, the Independent Trustees. The committee considers matters involving potential
conflicts of interest between the funds and FMR and its affiliates, including matters involving potential claims of one or more funds
(e.g., for reimbursements of expenses or losses) against FMR, and reviews proposed contracts and the proposed continuation of contracts
between the funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated
with FMR, including insurance coverage and custody agreements. The committee has oversight of compliance issues not specifically within
the scope of any other committee. These matters include, but are not limited to, significant non-conformance with contract requirements
and other significant regulatory matters and recommending to the Board of Trustees the designation of a person to serve as the funds’
CCO. The committee (i) serves as a primary point of contact (generally after the Independent Trustee who serves as a liaison for the CCO)
for the CCO with regard to Board-related functions; (ii) oversees the annual performance review of the CCO; (iii) makes recommendations
concerning the CCO’s compensation; and (iv) makes recommendations as needed in respect of the removal of the CCO.
The
Audit Committee is composed of all of the Independent Trustees, with Ms. Bishop currently serving as Chair. At least one committee
member will be an “audit committee financial expert” as defined by the SEC. The committee normally meets four times a year,
or more frequently as called by the Chair or a majority of committee members. The committee meets separately, at least annually, with
the funds’ Treasurer, with the funds’ Chief Financial Officer, with personnel responsible for the internal audit function of FMR LLC,
with the funds’ outside auditors, and with the funds’ CCO. The committee has direct responsibility for the appointment, compensation,
and oversight of the work of the outside auditors employed by the funds. The committee assists the Trustees in overseeing and monitoring:
(i) the systems of internal accounting and financial controls of the funds and the funds’ service providers (to the extent such controls
impact the funds’ financial statements); (ii) the funds’ auditors and the annual audits of the funds’ financial statements; (iii) the
financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the funds.
The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the provision
by any outside auditor of certain non-audit services to fund service providers and their affiliates to the extent that such approval (in
the case of this clause (ii)) is required under applicable regulations of the SEC. It is responsible for approving all audit engagement
fees and terms for the funds and for resolving disagreements between a fund and any outside auditor regarding any fund’s financial
reporting.
TABLE
OF CONTENTS
Auditors
of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors,
including a formal written statement delineating all relationships between the auditor and the funds and any service providers consistent
with the rules of the Public Company Accounting Oversight Board. It oversees and receives reports on the funds’ service providers’ internal
controls and reviews the adequacy and effectiveness of the service providers’ accounting and financial controls, including: (i) any significant
deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely
to adversely affect the funds’ ability to record, process, summarize, and report financial data; (ii) any change in the fund’s internal
control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund’s internal
control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a
significant role in the funds’ or service providers internal controls over financial reporting. The committee will also review any correspondence
with regulators or governmental agencies or published reports that raise material issues regarding the funds’ financial statements or
accounting policies. These matters may also be reviewed by the Operations Committee. The committee reviews at least annually a report
from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company
Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental
or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee
and receive reports on the funds’ financial reporting process from the funds’ Treasurer and outside auditors and will oversee the resolution
of any disagreements concerning financial reporting among applicable parties. The committee will discuss with FMR, the funds’ Treasurer,
outside auditors and, if appropriate, internal audit personnel of FMR LLC their qualitative judgments about the appropriateness and acceptability
of accounting principles and financial disclosure practices used or proposed for adoption by the funds. The committee will review with
FMR, the funds’ outside auditor, internal audit personnel of FMR LLC and legal counsel, as appropriate, matters related to the audits
of the funds’ financial statements. The committee will discuss regularly and oversee the review of the internal controls of the funds
and their service providers with respect to accounting, financial matters and risk management programs related to the funds. The committee
will review periodically the funds’ major internal controls exposures and the steps that have been taken to monitor and control such exposures.
The
Fair Valuation Committee is composed of all of the Independent Trustees, with Mr. Murray currently serving as Chair. The Committee
normally meets quarterly, or more frequently as called by the Chair. The Fair Valuation Committee oversees the valuation of securities
held by the funds, including the fair valuation of securities by the funds’ valuation designee. The Committee receives and reviews related
reports and information consistent with its oversight obligations.
The
Governance and Nominating Committee is composed of Messrs. Gartland (Chair) and Murray, and Ms. Acton (Vice Chair). The committee
meets as called by the Chair. With respect to fund governance and board administration matters, the committee periodically reviews procedures
of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees.
The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure
of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement
plan for Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It
monitors the performance of legal counsel employed by both the funds and the Independent Trustees. The committee will engage and oversee
any counsel utilized by the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee
also approves Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation
for attendance at meetings, conferences and other events. The committee oversees compliance with the provisions of the code of ethics
and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee reviews
the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or
ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the
committee’s responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning “recommended
practices” in corporate governance and other developments in mutual fund governance. The committee meets with Independent Trustees
at least once a year to discuss matters relating to fund governance. The committee recommends that the Board establish such special or
ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may
arise. The committee also oversees the annual self-evaluation of the Board of Trustees and establishes procedures to allow it to exercise
this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance
of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments
to the principles of governance, and any recommended changes to the funds’ or the Board of Trustees’ policies, procedures, and structures.
The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures
to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity
required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes
nominations for the election or appointment of Independent Trustees and non-management Members of any Advisory Board, and for membership
on committees. The committee has the authority to retain and terminate any third-party advisers, including authority to approve fees and
other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants.
The committee may conduct or authorize investigations into or studies of matters within the committee’s scope of
TABLE
OF CONTENTS
responsibilities,
and may retain, at the funds’ expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees
to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search
firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her
ability to serve as an Independent Trustee of the funds, should be submitted to the Chair of the committee at the address maintained for
communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions
to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates
will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds within
the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting)
with the adviser, any sub-adviser or their affiliates that could create an appearance of lack of independence in respect of the funds;
(iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the
funds and all shareholders; (v) ability to attend regularly scheduled Board meetings during the year; (vi) demonstrates sound business
judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial,
or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the funds;
(viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or
other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention
to detail that is required to be an effective Independent Trustee in light of the funds’ complex regulatory, operational, and marketing
setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge
referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has
additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an
Independent Trustee.
During
the fiscal year ended April 30, 2025, each committee held the number of meetings shown in the table below:
|
|
|
|
Operations
Committee |
|
|
10 |
Audit
Committee |
|
|
5
|
Fair
Valuation Committee |
|
|
4
|
Governance
and Nominating Committee |
|
|
7 |
|
|
|
|
The
following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in the fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2024.
(The information is as of April 30, 2025 for Mr. Wiese, Trustee as of May 15, 2025.)
Interested
Trustees
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund |
|
|
none |
|
|
none |
|
|
none
|
|
|
|
|
AGGREGATE
DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY |
|
|
over
$100,000 |
|
|
over
$100,000 |
|
|
over
$100,000 |
|
|
|
|
|
|
|
|
|
|
|
Independent
Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund |
|
|
none |
|
|
none |
|
|
none |
|
|
none
|
|
AGGREGATE
DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY |
|
|
over
$100,000 |
|
|
over
$100,000 |
|
|
over
$100,000 |
|
|
over
$100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund |
|
|
none |
|
|
none |
|
|
none |
|
|
none |
AGGREGATE
DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY |
|
|
over
$100,000 |
|
|
over
$100,000 |
|
|
none |
|
|
none |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund |
|
|
none |
|
|
|
|
|
|
|
|
|
AGGREGATE
DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY |
|
|
$50,001-$100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following tables set forth information describing the compensation of each Trustee and Member of the Advisory Board (if any) for his or
her services for the fiscal year ended April 30, 2025, or calendar year ended December 31, 2024, as applicable.
Compensation
Table(A)
|
|
|
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund(B) |
|
|
Elizabeth
S Acton |
|
|
$
5 |
|
|
$
0 |
|
|
|
Laura
M Bishop |
|
|
$
5 |
|
|
$
0 |
|
|
|
Ann
E Dunwoody |
|
|
$
5 |
|
|
$
0 |
|
|
|
Robert
F Gartland |
|
|
$
5 |
|
|
$
0 |
|
|
|
Robert
W Helm |
|
|
$
5 |
|
|
$
0 |
|
|
|
Mark
A Murray |
|
|
$
5 |
|
|
$
0 |
|
|
|
Lester
Owens(C) |
|
|
$
5 |
|
|
$
0 |
|
|
|
Edward A Wiese(D) |
|
|
$
0 |
|
|
$
0 |
|
|
|
Carol
J Zierhoffer |
|
|
$
5 |
|
|
$
0 |
|
|
|
|
|
|
|
|
|
|
(A) Abigail
P. Johnson, Jennifer Toolin McAuliffe, and Christine J. Thompson are interested persons and are compensated by Fidelity.
(B) Estimated
for the fund’s first full fiscal year.
(C) Mr. Owens
served as a Member of the Advisory Board of Fidelity Hereford Street Trust from March 4, 2024 through September 30, 2024. Mr. Owens
serves as a Trustee of Fidelity Hereford Street Trust effective October 1, 2024.
(D) Mr. Wiese
serves as a Trustee of Fidelity Hereford Street Trust effective May 15, 2025.
|
|
|
|
|
|
|
|
|
ELIZABETH
S ACTON |
|
|
$
590,000 |
|
|
$
132,000 |
|
LAURA
M BISHOP |
|
|
$
541,500 |
|
|
$312,114 |
|
ANN
E DUNWOODY |
|
|
$
525,000 |
|
|
$
304,224 |
|
ROBERT
F GARTLAND |
|
|
$611,500 |
|
|
$
180,000 |
|
ROBERT
W HELM |
|
|
$
537,000 |
|
|
$
304,224 |
|
MARK
A MURRAY |
|
|
$
527,500 |
|
|
$
304,224 |
|
LESTER
OWENS |
|
|
$
444,000 |
|
|
$0 |
|
|
|
|
|
|
|
|
TABLE
OF CONTENTS
|
|
|
|
|
|
|
|
|
EDWARD
A WIESE |
|
|
$0 |
|
|
$0 |
|
CAROL
J ZIERHOFFER |
|
|
$
525,000
|
|
|
$
106,478 |
|
|
|
|
|
|
|
|
(A) Reflects
compensation received for the calendar year ended December 31, 2024, for 319 funds of 31 trusts (including Fidelity Central Investment
Portfolios II LLC). Compensation figures include cash and may include amounts elected to be deferred.
As
of May 31, 2025, approximately 3.39% of the fund’s total outstanding shares was held by FMR and/or another entity or
entities of which FMR LLC is the ultimate parent. By virtue of her ownership interest in FMR LLC, as described in the “Control
of Investment Advisers” section, Ms. Abigail P. Johnson may be deemed to be a beneficial owner of these shares. As of the
above date, with the exception of Ms. Johnson’s deemed ownership of the fund’s shares, the Trustees, Members of the
Advisory Board (if any), and officers of the fund owned, in the aggregate, less than 1% of the class’s total outstanding shares,
with respect to the fund.
As
of May 31, 2025, the following owned of record and/or beneficially 5% or more of the outstanding shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund |
|
|
ONDO
I LP |
|
|
WILMINGTON |
|
|
DE |
|
|
96.61% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of May 31, 2025, the following owned of record and/or beneficially 25% or more of the outstanding shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund |
|
|
ONDO
I LP |
|
|
WILMINGTON |
|
|
DE |
|
|
96.61% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A
shareholder owning of record or beneficially more than 25% of a fund’s outstanding shares may be considered a controlling person.
That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting than votes of
other shareholders.
CONTROL
OF INVESTMENT ADVISERS
FMR
LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, FMR Investment Management (UK) Limited, Fidelity Management
& Research (Hong Kong) Limited, and Fidelity Management & Research (Japan) Limited. The voting common shares of FMR LLC are divided
into two series. Series B is held predominantly by members of the Johnson family, including Abigail P. Johnson, directly or through
trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common shares. Series A is held predominantly by
non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family
group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B shares
will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed where
one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership
of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the
1940 Act, to form a controlling group with respect to FMR LLC.
At
present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management, shareholder,
investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of
securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number
of emerging businesses.
FMR,
FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, Fidelity Management & Research (Japan)
Limited, Fidelity Distributors Company LLC (FDC), and the fund have adopted a code of ethics under Rule 17j-1 of the 1940 Act that
sets forth employees’ fiduciary responsibilities regarding the fund, establishes procedures for personal investing, and restricts certain
transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own
investment accounts, including securities that may be purchased or held by the fund.
The
fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.
Management
Services. Under the terms of its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in
TABLE
OF CONTENTS
accordance
with its investment objective, policies and limitations. FMR also provides the fund with all necessary office facilities and personnel
for servicing the fund’s investments, compensates all officers of the fund and all Trustees who are interested persons of the trust
or of FMR, and compensates all personnel of the fund or FMR performing services relating to research, statistical and investment activities.
In
addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of the fund. These services include providing facilities for maintaining the fund’s organization; supervising
relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with the fund; preparing all
general shareholder communications and conducting shareholder relations; maintaining the fund’s records and the registration of
the fund’s shares under federal securities laws and making necessary filings under state securities laws; developing management
and shareholder services for the fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.
Management-Related
Expenses. Under the terms of the fund’s management contract, FMR, either itself or through
an affiliate, is responsible for payment of all operating expenses of the fund or each class thereof, as applicable, with limited exceptions.
Specific expenses payable by FMR include legal expenses, fees of the custodian, auditor, and interested Trustees, the fund’s proportionate
share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal securities laws and
making necessary filings under state securities laws. FMR also pays all fees associated with the transfer agency services and pricing
and bookkeeping services agreements.
FMR
pays all other expenses of the fund with the following exceptions: fees and expenses of the Independent Trustees, interest, taxes, Rule 12b-1
fees (if any), expenses of printing and mailing proxy materials to shareholders, all other expenses incidental to holding meetings of
the fund’s shareholders, including proxy solicitations and such non-recurring expenses as may arise, including costs of any litigation
to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation. The
fund shall pay its non-operating expenses, including brokerage commissions and fees and expenses associated with the fund’s securities
lending program, if applicable.
Management
Fee.
OnChain
class pays FMR a monthly all-inclusive management fee at an annual rate of 0.25% of its average daily net assets throughout the month.
A different all-inclusive management fee rate is applicable to each class of the fund. The difference between classes is the result of
separate arrangements for class level services and/or waivers of certain expenses (if any). It is not the result of any difference in
advisory or custodial fees or other expenses related to the management of the fund’s assets, which do not vary by class. Different
fees and expenses will affect performance.
The
following table shows the amount of management fees paid by the fund for the fiscal year(s) ended April 30, 2025 to its current
manager and prior affiliated manager(s), if any, and the amount of credits reducing management fees.
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity®
Treasury Digital Fund |
|
|
2025(A) |
|
|
$3 |
|
|
$42,847 |
|
|
|
|
|
|
|
|
|
|
|
(A) Fund
commenced operations on December 23, 2024.
FMR
may, from time to time, voluntarily reimburse all or a portion of a fund’s or, in the case of a multiple class fund, a class’s
operating expenses. FMR retains the ability to be repaid for these expense reimbursements in the amount that expenses fall below the limit
prior to the end of the fiscal year.
Expense
reimbursements will increase returns and yield, and repayment of the reimbursement will decrease returns and yield.
Sub-Advisers
- FMR Investment Management (UK) Limited, Fidelity Management & Research (Hong Kong) Limited, and Fidelity Management
& Research (Japan) Limited.
On
behalf of the fund, FMR has entered into sub-advisory agreements with Fidelity Management & Research (Hong Kong) Limited (FMR
H.K.) and Fidelity Management & Research (Japan) Limited (FMR Japan).
On
behalf of the fund, FMR has entered into a sub-advisory agreement with FMR UK.
Pursuant
to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United
States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to
buy and sell securities if FMR believes it would be beneficial to the fund (discretionary services).
FMR,
and not the fund, pays the sub-advisers.
TABLE
OF CONTENTS
Fidelity
Proxy Voting Guidelines
I.
Introduction
These
guidelines are intended to help Fidelity’s customers and the companies in which Fidelity invests understand how Fidelity votes
proxies to further the values that have sustained Fidelity for over 75 years. Our core principles sit at the heart of our voting philosophy;
putting our customers’ and fund shareholders’ long-term interests first and investing in companies that share our approach
to creating value over the long-term guides everything we do. In this pursuit, Fidelity invests in the ordinary course of business
and not with the intended effect of changing or influencing control of an issuer. Fidelity generally adheres to these guidelines
in voting proxies and our Stewardship Principles serve as the foundation for these guidelines. Our evaluation of proxies reflects information
from many sources, including management or shareholders of a company presenting a proposal and proxy voting advisory firms. Fidelity
maintains the flexibility to vote individual proxies based on our assessment of each situation, and where following a specific guideline
enumerated in this policy in a particular situation could cause a result that conflicts with the principles and philosophy stated above,
Fidelity may vote differently than that specific guideline.
In
evaluating proxies, Fidelity considers factors that are financially material to individual companies and investing funds’ investment
objectives and strategies in support of maximizing long-term shareholder value. This includes considering the company’s approach
to financial and operational, human, and natural capital and the impact of that approach on the potential future value of the business.
Fidelity
will vote on proposals not specifically addressed by these guidelines based on an evaluation of a proposal’s likelihood to enhance
the long-term economic returns or profitability of the company or to maximize long-term shareholder value. Fidelity will not be influenced
by business relationships or outside perspectives that may conflict with the interests of the funds and their shareholders.
II.
Board of Directors and Corporate Governance
Directors
of public companies play a critical role in ensuring that a company and its management team serve the interests of its shareholders.
Fidelity believes that through proxy voting, it can help promote accountability of management teams and boards of directors, align
management and shareholder interests, and monitor and assess the degree of transparency and disclosure with respect to executive compensation
and board actions affecting shareholders’ rights. The following general guidelines are intended to reflect these proxy voting principles.
A. Election
of Directors
Fidelity
will generally support director nominees in elections where all directors are unopposed (uncontested elections), except where board composition
raises concerns, and/or where a director clearly appears to have failed to exercise reasonable judgment or otherwise failed to sufficiently
protect the interests of shareholders.
Fidelity
will evaluate board composition and generally will oppose the election of certain or all directors if, by way of example:
1. The
board is not composed of a majority of independent directors.
2. The
board’s audit, compensation, and nominating/governance committees or their equivalents are not sufficiently independent.
3. The
director is a public company CEO who sits on more than two unaffiliated public company boards.
4. The
director, other than a CEO, sits on more than five unaffiliated public company boards.
5. The
director attended fewer than 75% of the total number of meetings of the board and its committees on which the director served during
the company’s prior fiscal year, absent extenuating circumstances.
In
addition, in determining whether to support director nominees, we consider factors that we believe are relevant to achieving effective
governance practices, which may include the range of experience, perspectives, skills, and personal characteristics represented on the
board.
While
Fidelity generally considers the requirements of the relevant listing standards in determining director, board, and committee independence,
we may apply more stringent independence criteria and adapt such criteria for certain foreign markets, taking into consideration listing
requirements as well as differing laws, regulation, and/or practices in the relevant market. For example, Fidelity generally will find
non-independent
1. Former
CEOs.
2. Company
founders.
3. Directors
or director family members that were employed as senior executives by the company within the past five years.
TABLE
OF CONTENTS
Fidelity
also may evaluate financial relationships, equity ownership, and voting rights in assessing the independence of director nominees.
In
addition, Fidelity will evaluate board actions and generally will oppose the election of certain or all directors if, by way of example:
1. The
company made a commitment to modify a proposal or practice in a way that aligns with these guidelines and principles but
failed to act on that commitment.
2. For
reasons described below under the sections entitled Compensation and Anti-Takeover Provisions and Director Elections.
B.
Contested Director Elections
On
occasion, directors are forced to compete for election against outside director nominees (contested elections). Fidelity believes that
strong management creates long-term shareholder value. As a result, Fidelity generally will vote in support of management of companies
in which the funds’ assets are invested. Fidelity will vote its proxy on a case-by-case basis in a contested election, taking into
consideration a number of factors, amongst others:
1. Management’s
track record and strategic plan for enhancing shareholder value;
2. The
long-term performance of the company compared to its industry peers; and
3. The
qualifications of the shareholder’s and management’s nominees.
Fidelity
will vote for the outcome it believes has the best prospects for maximizing shareholder value over the long-term.
C.
Cumulative Voting Rights
Under
cumulative voting, each shareholder may exercise the number of votes equal to the number of shares owned multiplied by the number of directors
up for election. Shareholders may cast all of their votes for a single nominee (or multiple nominees in varying amounts). With regular
(non-cumulative) voting, by contrast, shareholders cannot allocate more than one vote per share to any one director nominee. Fidelity
believes that cumulative voting can be detrimental to the overall strength of a board. Generally, therefore, Fidelity will oppose the
introduction of, and support the elimination of, cumulative voting rights.
D.
Classified Boards
A
classified board is one that elects only a percentage of its members each year (usually one-third of directors are elected to serve a
three-year term). This means that at each annual meeting only a subset of directors is up for re-election. Fidelity believes that, in
general, classified boards are not as accountable to shareholders as declassified boards. For this and other reasons, Fidelity generally
will oppose a board’s adoption of a classified board structure and support declassification of existing boards.
E.
Independent Chairperson
In
general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals
calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and
circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests
of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal
for an independent chairperson under such circumstances.
F.
Majority Voting in Director Elections
In
general, Fidelity supports proposals calling for directors to be elected by a majority of votes cast if the proposal permits election
by a plurality in the case of contested elections (where, for example, there are more nominees than board seats). Fidelity may oppose
a majority voting shareholder proposal where a company’s board has adopted a policy requiring the resignation of an incumbent director
who fails to receive the support of a majority of the votes cast in an uncontested election.
G.
Proxy Access
Proxy
access proposals generally require a company to amend its by-laws to allow a qualifying shareholder or group of shareholders to nominate
directors on a company’s proxy ballot. Fidelity believes that certain safeguards as to ownership threshold and duration of ownership
are important to assure that proxy access is not misused by those without a significant economic interest in the company or those driven
by short term goals. Fidelity will evaluate proxy access proposals on a case-by-case basis, but generally will support proposals that
include ownership of at least 3% (5% in the case of small-cap companies) of the company’s shares outstanding for at least three
years; limit the number of directors that eligible shareholders may nominate to 20% of the board; and limit to 20 the number of shareholders
that may form a nominating group.
TABLE
OF CONTENTS
H.
Indemnification of Directors and Officers
In
many instances there are sound reasons to indemnify officers and directors, so that they may perform their duties without the distraction
of unwarranted litigation or other legal process. Fidelity generally supports charter and by-law amendments expanding the indemnification
of officers or directors, or limiting their liability for breaches of care unless Fidelity is dissatisfied with their performance or the
proposal is accompanied by anti-takeover provisions (see Anti-Takeover Provisions and Shareholders Rights Plans below).
III.
Compensation
Incentive
compensation plans can be complicated and many factors are considered when evaluating such plans. Fidelity evaluates such plans based
on protecting shareholder interests and our historical knowledge of the company and its management.
A.
Equity Compensation Plans
Fidelity
encourages the use of reasonably designed equity compensation plans that align the interest of management with those of shareholders by
providing officers and employees with incentives to increase long-term shareholder value. Fidelity considers whether such plans are too
dilutive to existing shareholders because dilution reduces the voting power or economic interest of existing shareholders as a result
of an increase in shares available for distribution to employees in lieu of cash compensation. Fidelity will generally oppose equity compensation
plans or amendments to authorize additional shares under such plans if:
1. The
company grants stock options and equity awards in a given year at a rate higher than a benchmark rate (“burn rate”) considered
appropriate by Fidelity and there were no circumstances specific to the company or the compensation plans that leads Fidelity to conclude
that the rate of awards is otherwise acceptable.
2. The
plan includes an evergreen provision, which is a feature that provides for an automatic increase in the shares available for grant under
an equity compensation plan on a regular basis.
3. The
plan provides for the acceleration of vesting of equity compensation even though an actual change in control may not occur.
As
to stock option plans, considerations include the following:
1. Pricing:
We believe that options should be priced at 100% of fair market value on the date they are granted. We generally oppose options priced
at a discount to the market, although the price may be as low as 85% of fair market value if the discount is expressly granted in lieu
of salary or cash bonus.
2.
Re-pricing: An “out-of-the-money” (or underwater) option has an exercise price that is higher than the current price of the
stock. We generally oppose the re-pricing of underwater options because it is not consistent with a policy of offering options as a form
of long-term compensation. Fidelity also generally opposes a stock option plan if the board or compensation committee has re-priced options
outstanding in the past two years without shareholder approval.
Fidelity
generally will support a management proposal to exchange, re-price or tender for cash, outstanding options if the proposed exchange, re-pricing,
or tender offer is consistent with the interests of shareholders, taking into account a variety of factors such as:
1. Whether the proposal excludes senior management and directors;
2. Whether
the exchange or re-pricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The
company’s relative performance compared to other companies within the relevant industry or industries;
4. Economic
and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any
other facts or circumstances relevant to determining whether an exchange or re-pricing proposal is consistent with the interests of shareholders.
B.
Employee Stock Purchase Plans
These
plans are designed to allow employees to purchase company stock at a discounted price and receive favorable tax treatment when the stock
is sold. Fidelity generally will support employee stock purchase plans if the minimum stock purchase price is equal to or greater than
85% (or at least 75% in the case of non-U.S. companies where a lower minimum stock purchase price is equal to the prevailing “best
practices” in that market) of the stock’s fair market value and the plan constitutes a reasonable effort to encourage broad
based participation in the company’s stock.
IV.
Advisory Vote on Executive Compensation (Say on Pay) and Frequency of Say on Pay Vote
Current
law requires companies to allow shareholders to cast non-binding votes on the compensation for named executive officers, as well as the
frequency of such votes. Fidelity generally will support proposals to ratify executive compensation unless the compensation appears misaligned
with shareholder interests or is otherwise problematic, taking into account:
TABLE
OF CONTENTS
- The
actions taken by the board or compensation committee in the previous year, including whether the company re-priced or exchanged outstanding
stock options without shareholder approval; adopted or extended a golden parachute without shareholder approval; or adequately addressed
concerns communicated by Fidelity in the process of discussing executive compensation;
- The
alignment of executive compensation and company performance relative to peers; and
- The
structure of the compensation program, including factors such as whether incentive plan metrics are appropriate, rigorous and transparent;
whether the long-term element of the compensation program is evaluated over at least a three-year period; the sensitivity of pay to below
median performance; the amount and nature of non-performance-based compensation; the justification and rationale behind paying discretionary
bonuses; the use of stock ownership guidelines and amount of executive stock ownership; and how well elements of compensation are disclosed.
When
presented with a frequency of Say on Pay vote, Fidelity generally will support holding an annual advisory vote on Say on Pay.
A. Compensation
Committee
Directors
serving on the compensation committee of the Board have a special responsibility to ensure that management is appropriately compensated
and that compensation, among other things, fairly reflects the performance of the company. Fidelity believes that compensation should
align with company performance as measured by key business metrics. Compensation policies should align the interests of executives with
those of shareholders. Further, the compensation program should be disclosed in a transparent and timely manner.
Fidelity
will oppose the election of directors on the compensation committee if:
1. The
compensation appears misaligned with shareholder interests or is otherwise problematic and results in concerns with:
a) The
alignment of executive compensation and company performance relative to peers; and
b) The
structure of the compensation program, including factors outlined above under the section entitled Advisory Vote on Executive Compensation
(Say on Pay) and Frequency of Say on Pay Vote.
2. The
company has not adequately addressed concerns raised by shareholders.
3. Within
the last year, and without shareholder approval, a company’s board of directors or compensation committee has either:
a) Re-priced
outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options; or
b) Adopted
or extended a golden parachute.
B. Executive
Severance Agreements
Executive
severance compensation and benefit arrangements resulting from a termination following a change in control are known as “golden
parachutes.” Fidelity generally will oppose proposals to ratify golden parachutes where the arrangement includes an excise tax gross-up
provision; single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more
than three times annual compensation (salary and bonus) in the event of a termination following a change in control.
V.
Natural and Human Capital Issues
As
part of our efforts to maximize long-term shareholder value, we incorporate consideration of human and natural capital issues into our
evaluation of a company if our research has demonstrated an issue is financially material to that company and the investing funds’ investment
objectives and strategies.
Fidelity
generally considers management’s recommendation and current practice when voting on shareholder proposals concerning human and natural
capital issues because it generally believes that management and the board are in the best position to determine how to address these
matters. Fidelity, however, also believes that transparency is critical to sound corporate governance. Fidelity evaluates shareholder
proposals concerning natural and human capital topics. To engage and vote more effectively on the growing number of submitted proposals
on these topics, we developed a four-point decision-making framework. In general, Fidelity will more likely support proposals that:
• Address
a topic that our research has identified as financially material;
• Provide
disclosure of new or additional information to investors without being overly prescriptive;
• Provide
valuable information to the business or investors by improving the landscape of investment-decision relevant information or contributing
to our understanding of a company’s processes and governance of the topic in question; and
• Are
realistic or practical for the company to comply with.
TABLE
OF CONTENTS
VI.
Anti-Takeover Provisions and Shareholders Rights Plans
Fidelity
generally will oppose a proposal to adopt an anti-takeover provision.
Anti-takeover
provisions include:
- classified
boards;
- “blank
check” preferred stock (whose terms and conditions may be expressly determined by the company’s board, for example, with differential
voting rights);
- golden
parachutes;
- supermajority
provisions (that require a large majority (generally between 67-90%) of shareholders to approve corporate changes as compared to a majority
provision that simply requires more than 50% of shareholders to approve those changes);
- poison
pills;
- provisions
restricting the right to call special meetings;
- provisions
restricting the right of shareholders to set board size; and
- any
other provision that eliminates or limits shareholder rights.
A. Shareholders
Rights Plans (“poison pills”)
Poison
pills allow shareholders opposed to a takeover offer to purchase stock at discounted prices under certain circumstances and effectively
give boards veto power over any takeover offer. While there are advantages and disadvantages to poison pills, they can be detrimental
to the creation of shareholder value and can help entrench management by deterring acquisition offers not favored by the board, but that
may, in fact, be beneficial to shareholders.
Fidelity
generally will support a proposal to adopt or extend a poison pill if the proposal:
1.
Includes a condition in the charter or plan that specifies an expiration date (sunset provision) of no greater than five years;
2.
Is integral to a business strategy that is expected to result in greater value for the shareholders;
3.
Requires shareholder approval to be reinstated upon expiration or if amended;
4.
Contains a mechanism to allow shareholders to consider a bona fide takeover offer for all outstanding shares without triggering the
poison pill; and
5.
Allows the Fidelity funds to hold an aggregate position of up to 20% of a company’s total voting securities, where permissible.
Fidelity
generally also will support a proposal that is crafted only for the purpose of protecting a specific tax benefit if it also believes the
proposal is likely to enhance long-term economic returns or maximize long-term shareholder value.
B. Shareholder
Ability to Call a Special Meeting
Fidelity
generally will support shareholder proposals regarding shareholders’ right to call special meetings if the threshold required to
call the special meeting is no less than 25% of the outstanding stock.
C. Shareholder
Ability to Act by Written Consent
Fidelity
generally will support proposals regarding shareholders’ right to act by written consent if the proposals include appropriate mechanisms
for implementation. This means that proposals must include record date requests from at least 25% of the outstanding stockholders and
consents must be solicited from all shareholders.
D. Supermajority
Shareholder Vote Requirement
Fidelity
generally will support proposals regarding supermajority provisions if Fidelity believes that the provisions protect minority shareholder
interests in companies where there is a substantial or dominant shareholder.
VII.
Anti-Takeover Provisions and Director Elections
Fidelity
will oppose the election of all directors or directors on responsible committees if the board adopted or extended an anti-takeover provision
without shareholder approval.
Fidelity
will consider supporting the election of directors with respect to poison pills if:
- All
of the poison pill’s features outlined under the Anti-Takeover Provisions and Shareholders Rights section above are met when a poison
pill is adopted or extended.
TABLE
OF CONTENTS
- A
board is willing to consider seeking shareholder ratification of, or adding the features outlined under the Anti-Takeover Provisions and
Shareholders Rights Plans section above to, an existing poison pill. If, however, the company does not take appropriate action prior to
the next annual shareholder meeting, Fidelity will oppose the election of all directors at that meeting.
- It
determines that the poison pill was narrowly tailored to protect a specific tax benefit, and subject to an evaluation of its likelihood
to enhance long-term economic returns or maximize long-term shareholder value.
VIII. Capital
Structure and Incorporation
These
guidelines are designed to protect shareholders’ value in the companies in which the Fidelity funds invest. To the extent a company’s
management is committed and incentivized to maximize shareholder value, Fidelity generally votes in favor of management proposals; Fidelity
may vote contrary to management where a proposal is overly dilutive to shareholders and/or compromises shareholder value or other interests.
The guidelines that follow are meant to protect shareholders in these respects.
A. Increases
in Common Stock
Fidelity
may support reasonable increases in authorized shares for a specific purpose (a stock split or re-capitalization, for example). Fidelity
generally will oppose a provision to increase a company’s authorized common stock if such increase will result in a total number
of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares, including stock options.
In
the case of REITs, however, Fidelity will oppose a provision to increase the REIT’s authorized common stock if the increase will
result in a total number of authorized shares greater than five times the current number of outstanding and scheduled to be issued shares.
B.
Multi-Class Share Structures
Fidelity
generally will support proposals to recapitalize multi-class share structures into structures that provide equal voting rights for all
shareholders, and generally will oppose proposals to introduce or increase classes of stock with differential voting rights. However,
Fidelity will evaluate all such proposals in the context of their likelihood to enhance long-term economic returns or maximize long-term
shareholder value.
C. Incorporation
or Reincorporation in another State or Country
Fidelity
generally will support management proposals calling for, or recommending that, a company reincorporate in another state or country if,
on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with
shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company’s
current and proposed governing documents. Fidelity will consider supporting these shareholder proposals in limited cases if, based upon
particular facts and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
IX. Shares
of Fidelity Funds or other non-Fidelity Funds
When
a Fidelity fund invests in an underlying Fidelity fund with public shareholders or a non-Fidelity investment company or business development
company, Fidelity will generally vote in the same proportion as all other voting shareholders of the underlying fund (this is known as
“echo voting”). Fidelity may not vote if “echo voting” is not operationally practical or not permitted under applicable
laws and regulations. For Fidelity fund investments in a Fidelity Series Fund, Fidelity generally will vote in a manner consistent
with the recommendation of the Fidelity Series Fund’s Board of Trustees on all proposals, except where not permitted under
applicable laws and regulations.
X. Foreign
Markets
Many
Fidelity funds invest in voting securities issued by companies that are domiciled outside the United States and are not listed on a U.S.
securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can
differ from those in the United States. When voting proxies relating to non-U.S. securities, Fidelity generally will evaluate proposals
under these guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant
foreign market in determining how to vote shares.
In
certain non-U.S. jurisdictions, shareholders voting shares of a company may be restricted from trading the shares for a period of time
around the shareholder meeting date. Because these trading restrictions can hinder portfolio management and could result in a loss of
liquidity for a fund, Fidelity generally will not vote proxies in circumstances where such restrictions apply. In addition, certain non-U.S.
jurisdictions require voting shareholders to disclose current share ownership on a fund-by-fund basis. When such disclosure requirements
apply, Fidelity generally will not vote proxies in order to safeguard fund holdings information.
XI. Securities
on Loan
Securities
on loan as of a record date cannot be voted. In certain circumstances, Fidelity may recall a security on loan before record date (for
example, in a particular contested director election or a noteworthy merger or acquisition). Generally,
TABLE
OF CONTENTS
however,
securities out on loan remain on loan and are not voted because, for example, the income a fund derives from the loan outweighs the benefit
the fund receives from voting the security. In addition, Fidelity may not be able to recall and vote loaned securities if Fidelity is
unaware of relevant information before record date, or is otherwise unable to timely recall securities on loan.
XII. Compliance
with Legal Obligations and Avoiding Conflicts of Interest
Voting
of shares is conducted in a manner consistent with Fidelity’s fiduciary obligations to the funds and all applicable laws and regulations.
In other words, Fidelity votes in a manner consistent with these guidelines and in the best interests of the funds and their shareholders,
and without regard to any other Fidelity companies’ business relationships.
Fidelity
takes its responsibility to vote shares in the best interests of the funds seriously and has implemented policies and procedures to address
actual and potential conflicts of interest.
XIII. Conclusion
Since
its founding more than 75 years ago, Fidelity has been driven by two fundamental values: 1) putting the long-term interests of our customers
and fund shareholders first; and 2) investing in companies that share our approach to creating value over the long-term. With these fundamental
principles as guideposts, the funds are managed to provide the greatest possible return to shareholders consistent with governing laws
and the investment guidelines and objectives of each fund.
Fidelity
believes that there is a strong correlation between sound corporate governance and enhancing shareholder value. Fidelity, through the
implementation of these guidelines, puts this belief into action through consistent engagement with portfolio companies on matters contained
in these guidelines, and, ultimately, through the exercise of voting rights by the funds.
Glossary
•
Burn rate means the total number of stock option and full value equity awards granted as compensation in a given year divided by the weighted
average common stock outstanding for that same year.
- For
a large-capitalization company, burn rate higher than 1.5%.
- For
a small-capitalization company, burn rate higher than 2.5%.
- For
a micro-capitalization company, burn rate higher than 3.5%.
•
Golden parachute means employment contracts, agreements, or policies that include an excise tax gross-up provision; single trigger for
cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than three times annual compensation
(salary and bonus) in the event of a termination following a change in control.
• Large-capitalization
company means a company included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap Index.
• Micro-capitalization
company means a company with market capitalization under US $300 million.
• Poison
pill refers to a strategy employed by a potential takeover / target company to make its stock less attractive to an acquirer. Poison pills
are generally designed to dilute the acquirer’s ownership and value in the event of a takeover.
• Small-capitalization
company means a company not included in the Russell 1000® Index or the Russell Global ex-U.S. Large Cap Index that is
not a Micro-Capitalization Company.
To
view a fund’s proxy voting record for the most recent 12-month period ended June 30, if applicable, visit www.fidelity.com/proxyvotingresults
or visit the SEC’s web site at www.sec.gov. To request a free copy of a fund’s proxy voting record, please call Fidelity at
the telephone number listed on the front cover page of this SAI.
The
fund has entered into a distribution agreement with Fidelity Distributors Company LLC (FDC), an affiliate of FMR. The principal business
address of FDC is 900 Salem Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act
of 1934 and a member of the Financial Industry Regulatory Authority, Inc.
The
fund’s distribution agreement calls for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers
for shares of the fund, which are continuously offered.
Promotional
and administrative expenses in connection with the offer and sale of shares are paid by FMR.
The
Trustees have approved a Distribution and Service Plan on behalf of OnChain class of the fund (the Plan) pursuant to Rule 12b-1
under the 1940 Act (the Rule).
TABLE
OF CONTENTS
The
Rule provides in substance that a fund may not engage directly or indirectly in financing any activity that is primarily intended
to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule.
The
Plan, as approved by the Trustees, allows shares of the fund and/or FMR to incur certain expenses that might be considered to constitute
indirect payment by the fund of distribution expenses.
The
Plan adopted for the fund or class, as applicable, is described in the prospectus.
Under
the Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its
shares, such payment is authorized by the Plan.
The
Plan specifically recognizes that FMR may use its management fee revenue, as well as its past profits or its other resources, to pay FDC
for expenses incurred in connection with providing services intended to result in the sale of shares of the fund and/or shareholder support
services. In addition, the Plan provides that FMR, directly or through FDC, may pay significant amounts to service providers that provide
those services.
Currently,
the Board of Trustees has authorized such payments for shares of the fund.
Prior
to approving the Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined
that there is a reasonable likelihood that the Plan will benefit the fund or class, as applicable, and its shareholders.
In
particular, the Trustees noted that the Plan does not authorize payments by shares of the fund other than those made to FMR under its
management contract with the fund.
To
the extent that the Plan gives FMR and FDC greater flexibility in connection with the distribution of shares, additional sales of shares
or stabilization of cash flows may result.
Furthermore,
certain shareholder support services may be provided more effectively under the Plan by local entities with whom shareholders have other
relationships.
FDC
or an affiliate may compensate service providers that distribute and/or service the funds. A number of factors are considered in determining
whether to pay these additional amounts. Such factors may include, without limitation, the level or type of services provided by the service
providers, the level or expected level of assets or sales of shares, the placing of the funds on a preferred or recommended fund list,
access to a service provider’s personnel, and other factors.
In
addition to such payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating
to current products and issues, assistance in training and educating personnel, payments or reimbursements for travel and related expenses
associated with due diligence trips that a service provider may undertake in order to explore possible business relationships with affiliates
of FDC, and/or payments of costs and expenses associated with attendance at seminars, including travel, lodging, entertainment, and meals.
As permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may
pay or allow other incentives or payments to service providers.
Any
of the payments described in this section may represent a premium over payments made by other fund families.
TRANSFER
AND SERVICE AGENT SERVICES
The
fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company LLC (FIIOC), an affiliate
of FMR, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of each agreement, FIIOC (or an agent, including
an affiliate) performs transfer agency services.
For
providing transfer agency services, FIIOC receives no fees from the fund.
FIIOC
maintains the official record of OnChain class share ownership in book-entry form and also reconciles such official record with the secondary
record of ownership of the class’s shares on one or more blockchains. As compensation for the foregoing services, FIIOC receives
certain out-of-pocket costs.
FIIOC
may collect fees charged in connection with providing certain types of services such as closing out fund balances, wire transactions,
and providing historical account research, as applicable.
FIIOC
bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports, notices,
and statements to existing shareholders, with the exception of proxy statements.
The
fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR (or an agent, including
an affiliate). Under the terms of the agreement, FSC calculates the NAV and dividends for shares, maintains the fund’s portfolio
and general accounting records, and administers the fund’s securities lending program, if applicable.
For
providing pricing and bookkeeping services, FSC receives no fee from the fund.
FMR
bears the cost of transfer agency services and pricing and bookkeeping services under the terms of its management contract with the fund.
TABLE
OF CONTENTS
Trust
Organization.
Fidelity®
Treasury Digital Fund is a fund of Fidelity Hereford Street Trust, an open-end management investment company created under an initial
trust instrument dated November 18, 1993.
The
Trustees are permitted to create additional funds in the trust and to create additional classes of a fund.
The
assets of the trust received for the issue or sale of shares of each fund and all income, earnings, profits, and proceeds thereof, subject
to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each
fund in the trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may
be allocated to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds
or classes.
Shareholder
Liability. The trust is a statutory trust organized under Delaware law. Delaware law provides that,
except to the extent otherwise provided in the Trust Instrument, shareholders shall be entitled to the same limitations of personal liability
extended to stockholders of private corporations for profit organized under the general corporation law of Delaware. The courts of some
states, however, may decline to apply Delaware law on this point. The Trust Instrument contains an express disclaimer of shareholder liability
for the debts, liabilities, obligations, and expenses of the trust. The Trust Instrument provides that the trust shall not have any claim
against shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument
entered into or executed by the trust or the Trustees relating to the trust or to a fund shall include a provision limiting the obligations
created thereby to the trust or to one or more funds and its or their assets. The Trust Instrument further provides that shareholders
of a fund shall not have a claim on or right to any assets belonging to any other fund.
The
Trust Instrument provides for indemnification out of a fund’s property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her
acts or omissions or for some other reason. The Trust Instrument also provides that a fund shall, upon request, assume the defense of
any claim made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual
limitation of liability was in effect, and a fund is unable to meet its obligations. Fidelity Management & Research Company LLC believes
that, in view of the above, the risk of personal liability to shareholders is extremely remote.
Claims
asserted against one class of shares may subject holders of another class of shares to certain liabilities.
Voting
Rights. The fund’s capital consists of shares of beneficial interest. Shareholders are entitled
to one vote for each dollar of net asset value they own. The voting rights of shareholders can be changed only by a shareholder vote.
Shares may be voted in the aggregate, by fund, and by class.
The
shares have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading “Shareholder
Liability” above.
The
trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment company,
series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all
or a portion of the assets of a trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation
of a trust, shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In
the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the
underlying assets of the fund or class available for distribution.
Custodian(s).
The
Bank of New York Mellon, 240 Greenwich Street, New York, New York, is custodian of the assets of the fund.
The
custodian is responsible for the safekeeping of the fund’s assets and the appointment of any subcustodian banks and clearing agencies.
From
time to time, subject to approval by a fund’s Treasurer, a Fidelity® fund may enter into escrow arrangements with
other banks if necessary to participate in certain investment offerings.
FMR,
its officers and directors, its affiliated companies, Members of the Advisory Board (if any), and Members of the Board of Trustees may,
from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR or
an affiliate. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of the
fund’s adviser, the terms and conditions of those transactions were not influenced by existing or potential custodial or other fund
relationships.
TABLE
OF CONTENTS
Independent
Registered Public Accounting Firm.
PricewaterhouseCoopers
LLP, 101 Seaport Boulevard, Boston, Massachusetts, independent registered public accounting firm, audits financial statements
for the fund and provides other audit, tax, and related services.
FUND
HOLDINGS INFORMATION
The
fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer guidelines
for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR’s Executive Holdings
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving the fund’s best interests
by striking an appropriate balance between providing information about the fund’s portfolio and protecting the fund from potentially
harmful disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the fund’s
chief compliance officer periodically.
The
fund will provide a full list of holdings as of the last day of the previous month on institutional.fidelity.com. This information will
be provided monthly by no later than the fifth business day of each month. The information will be available on the web site for a period
of not less than six months.
A
full list of holdings may be obtained from the fund more frequently, including daily, upon request. A full list of the fund’s holdings
(as of the previous business day) may also be obtained on a continuous basis by submitting a standing request to the fund. The fund may
also from time to time provide or make available to third parties upon request specific fund level performance attribution information
and statistics, or holdings information with respect to a specific security or company. Third parties may include fund shareholders or
prospective fund shareholders, members of the press, consultants, and ratings and ranking organizations. FMR reserves the right to refuse
to fulfill any request for portfolio holdings information if it believes that providing such information may adversely affect the fund
or its shareholders. Nonexclusive examples of performance attribution information and statistics may include (i) the allocation of the
fund’s portfolio holdings and other investment positions among various asset classes, sectors, industries, and countries, (ii) the
characteristics of the stock and bond components of the fund’s portfolio holdings and other investment positions, (iii) the attribution
of fund returns by asset class, sector, industry, and country and (iv) the volatility characteristics of the fund.
FMR’s
Executive Holdings Policy Committee may approve a request for fund level performance attribution and statistics as long as (i) such disclosure
does not enable the receiving party to recreate the complete or partial portfolio holdings of any Fidelity® fund prior
to such fund’s public disclosure of its portfolio holdings and (ii) Fidelity has made a good faith determination that the requested
information is not material given the particular facts and circumstances. Fidelity may deny any request for performance attribution information
and other statistical information about a fund made by any person, and may do so for any reason or for no reason.
Disclosure
of non-public portfolio holdings information for a Fidelity® fund’s portfolio may only be provided pursuant to the
guidelines below.
The
Use of Holdings In Connection With Fund Operations. Material non-public holdings information may
be provided as part of the activities associated with managing Fidelity® funds to: entities which, by explicit agreement
or by virtue of their respective duties to the fund, are required to maintain the confidentiality of the information disclosed; other
parties if legally required; or persons FMR believes will not misuse the disclosed information. These entities, parties, and persons include,
but are not limited to: the fund’s trustees; the fund’s manager, its sub-advisers, if any, and their affiliates whose access
persons are subject to a code of ethics (including portfolio managers of affiliated funds of funds); contractors who are subject to a
confidentiality agreement; the fund’s auditors; the fund’s custodians; proxy voting service providers; financial printers;
pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids
on one or more securities; securities lending agents; counsel to the fund or its Independent Trustees; regulatory authorities; stock exchanges
and other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding;
and third parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information
may also be provided to an issuer regarding the number or percentage of its shares that are owned by the fund and in connection with redemptions
in kind.
Other
Uses Of Holdings Information. In addition, the fund may provide material non-public holdings information
to (i) third parties that calculate information derived from holdings for use by FMR, a sub-adviser, or their affiliates, (ii) ratings
and rankings organizations, and (iii) an investment adviser, trustee, or their agents to whom holdings are disclosed for due diligence
purposes or in anticipation of a merger involving the fund. Each individual request is reviewed by the Executive Holdings Policy Committee
which must find, in its sole discretion that, based on the specific facts and circumstances, the disclosure appears unlikely to be harmful
to the fund. Entities receiving this information must have in place control mechanisms to reasonably ensure or otherwise agree that, (a)
the holdings information will be kept confidential, (b) no employee shall use the information to effect trading or for their personal
benefit, and (c) the nature and type of information that they, in turn, may disclose to third parties is limited. FMR relies primarily
on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is not likely to be harmful to
the fund.
TABLE
OF CONTENTS
At
this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor’s Ratings Services (full holdings weekly (generally as of the
previous Friday), generally 5 business days thereafter); MSCI Inc. and certain affiliates (full or partial fund holdings daily, on the
next business day); and Bloomberg, L.P. (full holdings daily, on the next business day).
FMR,
its affiliates, or the fund will not enter into any arrangements with third parties from which they derive consideration for the disclosure
of material non-public holdings information. If, in the future, such an arrangement is desired, prior Board approval would be sought and
any such arrangements would be disclosed in the fund’s SAI.
There
can be no assurance that the fund’s policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.
The
fund’s financial statements and financial highlights for the fiscal period ended April 30, 2025, and report of the independent
registered public accounting firm, are included in the fund’s Form N-CSR and
are incorporated herein by reference.
Financial
highlights for OnChain class of the fund will be included in the fund’s Form N-CSR when the class has completed its first
annual period
Total
annual operating expenses as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial
highlights because total annual operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses,
whereas the ratios of expenses in the financial highlights do not, except to the extent any acquired fund fees and expenses relate to
an entity, such as a wholly-owned subsidiary, with which a fund’s financial statements are consolidated. Acquired funds include
other investment companies (such as Central funds or other underlying funds) in which the fund has invested, if and to the extent
it is permitted to do so.
Total
annual operating expenses in the prospectus fee table and the financial highlights do not include any expenses associated with investments
in certain structured or synthetic products that may rely on the exception from the definition of “investment company” provided
by section 3(c)(1) or 3(c)(7) of the 1940 Act.
Fidelity,
the Fidelity Investments Logo and all other Fidelity trademarks or service marks used herein are trademarks or service marks of FMR LLC.
Any third-party marks that are used herein are trademarks or service marks of their respective owners. © 2025 FMR LLC. All rights
reserved.
485BPOS
N-1A
0000917286
false
2025-04-30
0000917286
2025-04-30
2025-04-30
0000917286
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
ftdf:S000089156Member
ftdf:C000261149Member
2025-04-30
2025-04-30
0000917286
oef:RiskNotInsuredDepositoryInstitutionMember
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
oef:RiskLoseMoneyMember
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
oef:RiskMoneyMarketFundSponsorMayNotProvideSupportMember
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
oef:RiskMoneyMarketFundMayImposeFeesOrSuspendSalesMember
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
oef:RiskMoneyMarketFundMayNotPreserveDollarMember
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
ftdf:InterestRateChangesMember
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
ftdf:IncomeRiskMember
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
ftdf:IssuerSpecificChangesMember
ftdf:S000089156Member
2025-04-30
2025-04-30
0000917286
ftdf:USTreasuryObligationsMember
ftdf:S000089156Member
2025-04-30
2025-04-30
iso4217:USD
xbrli:pure
Fidelity Hereford Street Trust
Post-Effective
Amendment No. 79
PART C. OTHER INFORMATION
Item 28.
Exhibits
(a)
(1)
Amended
and Restated Trust Instrument, dated September 19, 2024, is incorporated herein by reference to Exhibit (a)(1) of Post-Effective Amendment
No. 73.
(2)
Amendment
to the Amended and Restated Trust Instrument, dated February 16, 2005, is incorporated herein by reference to Exhibit (a)(2) of Post-Effective
Amendment No. 18.
(b)
Bylaws
of the Trust, as amended and dated April 23, 2009, are incorporated herein by reference to Exhibit (b) of Fidelity Oxford Street Trust’s
(File No. 002-77909) Post-Effective Amendment No. 62.
(c)
Not applicable.
(d)
(1)
Amended
and Restated Management Contract, dated January 1, 2020, between Fidelity Flex Government Money Market Fund and Fidelity Management &
Research Company LLC, is incorporated herein by reference to Exhibit (d)(1) of Post-Effective Amendment No. 62.
(2)
Amended
and Restated Management Contract, dated January 1, 2020, between Fidelity Government Money Market Fund and Fidelity Management & Research
Company LLC, is incorporated herein by reference to Exhibit (d)(2) of Post-Effective Amendment No. 62.
(3)
Amended
and Restated Management Contract, dated January 1, 2020, between Fidelity Money Market Fund and Fidelity Management & Research Company
LLC, is incorporated herein by reference to Exhibit (d)(3) of Post-Effective Amendment No. 62.
(4)
Amended
and Restated Management Contract, dated January 1, 2020, between Fidelity Series Treasury Bill Index Fund and Fidelity Management &
Research Company LLC, is incorporated herein by reference to Exhibit (d)(4) of Post-Effective Amendment No. 62.
(5)
Management
Contract, dated November 14, 2024, between Fidelity Treasury Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund)
and Fidelity Management & Research Company LLC, is incorporated herein by reference to Exhibit (d)(5) of Post-Effective Amendment
No. 73.
(6)
Schedule A, dated March 13, 2025, to the Management Contract, between
Fidelity Treasury Digital Fund, is filed herein as Exhibit (d)(6).
(7)
Amended
and Restated Management Contract, dated December 1, 2024, between Fidelity Treasury Only Money Market Fund and Fidelity Management &
Research Company LLC, is incorporated herein by reference to Exhibit (d)(7) of Post-Effective Amendment No. 75.
(8)
Schedule
A, dated December 1, 2024, to the Management Contract, between Fidelity Treasury Only Money Market Fund, is incorporated herein by reference
to Exhibit (d)(8) of Post-Effective Amendment No. 75.
(9)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Hong Kong) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Treasury
Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund), and Fidelity Treasury Only Money Market Fund, is incorporated
herein by reference to Exhibit (d)(122) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(10)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Hong Kong) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund,
Fidelity Treasury Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund), and Fidelity Treasury Only Money Market
Fund, is incorporated herein by reference to Exhibit (d)(7) of Fidelity Colchester Street Trust’s (File No. 002-74808) Post-Effective
Amendment No. 93.
(11)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Hong Kong) Limited, on behalf of Fidelity Flex Government Money Market Fund, is incorporated herein by reference to Exhibit
(d)(124) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(12)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Hong Kong) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein
by reference to Exhibit (d)(11) of Fidelity Advisor Series II’s (File No. 033-06516) Post-Effective Amendment No(s). 170 and 172.
(13)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Hong Kong) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference to Exhibit
(d)(126) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(14)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Hong Kong) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by
reference to Exhibit (d)(127) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(15)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Japan) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Treasury Digital
Liquidity Fund (currently known as Fidelity Treasury Digital Fund), and Fidelity Treasury Only Money Market Fund, is incorporated herein
by reference to Exhibit (d)(130) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(16)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Japan) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity
Treasury Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund), and Fidelity Treasury Only Money Market Fund, is
incorporated herein by reference to Exhibit (d)(9) of Fidelity Colchester Street Trust’s (File No. 002-74808) Post-Effective Amendment
No. 93.
(17)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Japan) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by reference to Exhibit
(d)(132) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(18)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Japan) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by
reference to Exhibit (d)(17) of Fidelity Advisor Series II’s (File No. 033-06516) Post-Effective Amendment No(s). 170 and 172.
(19)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and Fidelity Management
& Research (Japan) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference to Exhibit (d)(134)
of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(20)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
Fidelity Management & Research (Japan) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference
to Exhibit (d)(135) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(21)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and FMR Investment Management
(UK) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Treasury Digital Liquidity Fund
(currently known as Fidelity Treasury Digital Fund), and Fidelity Treasury Only Money Market Fund is incorporated herein by reference
to Exhibit (d)(138) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(22)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
FMR Investment Management (UK) Limited, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Treasury
Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund), and Fidelity Treasury Only Money Market Fund, is incorporated
herein by reference to Exhibit (d)(11) of Fidelity Colchester Street Trust’s (File No. 002-74808) Post-Effective Amendment No. 93.
(23)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and FMR Investment Management
(UK) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by reference to Exhibit (d)(140) of Fidelity
Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(24)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
FMR Investment Management (UK) Limited, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by reference to
Exhibit (d)(23) of Fidelity Advisor Series II’s (File No. 033-06516) Post-Effective Amendment No(s). 170 and 172.
(25)
Amended
and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and FMR Investment Management
(UK) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference to Exhibit (d)(142) of Fidelity
Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(26)
Schedule
A to the Amended and Restated Sub-Advisory Agreement, dated March 1, 2024, between Fidelity Management & Research Company LLC and
FMR Investment Management (UK) Limited, on behalf of Fidelity Series Treasury Bill Index Fund is incorporated herein by reference to Exhibit
(d)(143) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 576.
(e)
(1)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Flex Government Money Market Fund is incorporated herein by reference to Exhibit (e)(1) of Post-Effective Amendment
No. 62.
(2)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Government Money Market Fund, is incorporated herein by reference to Exhibit (e)(2) of Post-Effective Amendment
No. 62.
(3)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Money Market Fund, is incorporated herein by reference to (e)(3) of Post-Effective Amendment No. 62.
(4)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Series Treasury Bill Index Fund, is incorporated herein by reference to Exhibit (e)(4) of Post-Effective Amendment
No. 62.
(5)
General
Distribution Agreement, dated November 14, 2024, between Fidelity Hereford Street Trust and Fidelity Distributors Company LLC, on behalf
of Fidelity Treasury Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund) is incorporated herein by reference to
Exhibit (e)(5) of Post-Effective Amendment No. 73.
(6)
Amended
and Restated General Distribution Agreement, dated January 1, 2020, between Fidelity Hereford Street Trust and Fidelity Distributors Company
LLC, on behalf of Fidelity Treasury Only Money Market Fund, is incorporated herein by reference to Exhibit (e)(5) of Post-Effective Amendment
No. 62.
(7)
Form
of Selling Dealer Agreement (most recently revised March 2024), on behalf of Fidelity Government Money Market Fund, Fidelity Money Market
Fund, and Fidelity Treasury Only Money Market Fund is incorporated herein by reference to Exhibit (e)(27) of Fidelity Concord Street Trust’s
(File No. 033-15983) Post-Effective Amendment No. 171.
(8)
Form
of Bank Agency Agreement (most recently revised March 2024), on behalf of Fidelity Government Money Market Fund, Fidelity Money Market
Fund, and Fidelity Treasury Only Money Market Fund is incorporated herein by reference to Exhibit (e)(28) of Fidelity Concord Street Trust’s
(File No. 033-15983) Post-Effective Amendment No. 171.
(9)
Form
of Selling Dealer Agreement (most recently revised November 2024), on behalf of Fidelity Treasury Digital Fund, is incorporated herein
by reference to Exhibit (e)(7) of Post-Effective Amendment No. 73.
(10)
Form
of Bank Agency Agreement (most recently revised November 2024), on behalf of Fidelity Treasury Digital Fund, is incorporated herein by
reference to Exhibit (e)(8) of Post-Effective Amendment No. 73.
(f)
Amended
and Restated Fee Deferral Plan of the Non-Interested Person Trustees of the Fidelity Fixed Income and Asset Allocation Funds, effective
as of September 15, 1995, as amended and restated as of March 10, 2016, is incorporated herein by reference to Exhibit (f) of Fidelity
Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 334.
(g)
(1)
Custodian
Agreement, dated January 1, 2007, between The Bank of New York (currently known as The Bank of New York Mellon) and Fidelity Flex Government
Money Market Fund, Fidelity Government Money Market Fund, Fidelity Money Market Fund, Fidelity Series Treasury Bill Index Fund, and
Fidelity Treasury Digital Fund is incorporated herein by reference to Exhibit (g)(1) of Fidelity Advisor Series IV’s (File No. 002-83672)
Post-Effective Amendment No. 88.
(2)
Custodian
Agreement, dated May 23, 2019, between Citibank, N.A. and Fidelity Treasury Only Money Market Fund is incorporated herein by reference
to Exhibit (g)(3) of Fidelity Salem Street Trust’s (File No. 002-41839) Post-Effective Amendment No. 482.
(h)
(1)
Amended
and Restated 42 Basis Point Expense Contract, dated January 1, 2020, between Fidelity Hereford Street Trust on behalf of Fidelity Government
Money Market Fund: Retail Class and Fidelity Management & Research Company LLC, is incorporated herein by reference to (h)(1) Post-Effective
Amendment No. 62.
(2)
Amended
and Restated 42 Basis Point Expense Contract, dated January 1, 2020, between Fidelity Hereford Street Trust on behalf of Fidelity Money
Market Fund: Retail Class and Fidelity Management & Research Company LLC, is incorporated herein by reference to Exhibit (h)(2) Post-Effective
Amendment No. 62.
(3)
Securities
Lending Agency Agreement, dated April 1, 2019, between National Financial Services LLC and Fidelity Series Treasury Bill Index Fund is
incorporated herein by reference to Exhibit (h)(1) of Fidelity Devonshire Trust’s (File No. 002-24389) Post-Effective Amendment No.
172.
(4)
Form
of Fund of Funds Investment Agreement (Acquiring Fund) is incorporated herein by reference to Exhibit (h)(5) of Fidelity Salem Street
Trust’s (File No. 002-41839) Post-Effective Amendment No. 534.
(5)
Form
of Fund of Funds Investment Agreement (Acquired Fund) is incorporated herein by reference to Exhibit (h)(6) of Fidelity Salem Street Trust’s
(File No. 002-41839) Post-Effective Amendment No. 534.
(i)
Legal Opinion of Dechert LLP, dated July 22, 2025, is
filed herein as Exhibit (i).
(j)
Consent of PricewaterhouseCoopers LLP, dated July 22, 2025, is filed herein as Exhibit (j).
(k)
Not applicable.
(l)
Not applicable.
(m)
(1)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Flex Government Money Market Fund is incorporated herein
by reference to Exhibit (m)(1) of Post-Effective Amendment No. 62.
(2)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund is incorporated herein by
reference to Exhibit (m)(2) of Post-Effective Amendment No. 62.
(3)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Advisor M Class is incorporated
herein by reference to Exhibit (m)(3) of Post-Effective Amendment No. 62.
(4)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Capital Reserves Class is
incorporated herein by reference to Exhibit (m)(4) of Post-Effective Amendment No. 62.
(5)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Class K6 is incorporated
herein by reference to Exhibit (m)(5) of Post-Effective Amendment No. 62.
(6)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Daily Money Class is incorporated
herein by reference to Exhibit (m)(6) of Post-Effective Amendment No. 62.
(7)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Premium Class is incorporated
herein by reference to Exhibit (m)(7) of Post-Effective Amendment No. 62.
(8)
Distribution
and Service Plan pursuant to Rule 12b-1 for Fidelity Government Money Market Fund: Class S is incorporated herein by reference to Exhibit
(m)(8) of Post-Effective Amendment No. 66.
(9)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Money Market Fund is incorporated herein by reference to
Exhibit (m)(8) of Post-Effective Amendment No. 62.
(10)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Money Market Fund: Premium Class is incorporated herein
by reference to Exhibit (m)(9) of Post-Effective Amendment No. 62.
(11)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Series Treasury Bill Index Fund is incorporated herein
by reference to Exhibit (m)(10) of Post-Effective Amendment No. 62.
(12)
Distribution
and Service Plan pursuant to Rule 12b-1 for Fidelity Treasury Digital Liquidity Fund (currently known as Fidelity Treasury Digital Fund:
Liquidity Class) is incorporated herein by reference to Exhibit (m)(12) of Post-Effective Amendment No. 73.
(13)
Distribution and Service Plan
pursuant to Rule 12b-1 for Fidelity Treasury Digital Fund: OnChain is filed herein as Exhibit (m)(13).
(14)
Amended
and Restated Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Treasury Only Money Market Fund is incorporated herein
by reference to Exhibit (m)(11) of Post-Effective Amendment No. 62.
(15)
Distribution
and Service Plan pursuant to Rule 12b-1 for Fidelity Treasury Only Money Market Fund: Class OUS is incorporated herein by reference to
Exhibit (m)(14) of Post-Effective Amendment No. 74.
(n)
(1)
Amended and Restated Multiple Class
of Shares Plan pursuant to Rule 18f-3, dated March 13, 2025, on behalf of Fidelity Government Money Market Fund, Fidelity Money Market
Fund, Fidelity Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund is filed herein as Exhibit (n)(1).
(2)
Schedule I, dated March 13, 2025,
to the Amended and Restated Multiple Class of Shares Plan pursuant to Rule 18f-3, dated March 13, 2025, on behalf of Fidelity Government
Money Market Fund, Fidelity Money Market Fund, Fidelity Treasury Digital Fund, and Fidelity Treasury Only Money Market Fund is filed herein
as Exhibit (n)(2).
(p)
The
2025 Code of Ethics, adopted by each fund and Fidelity Management & Research Company LLC, Fidelity Management & Research (Hong
Kong) Limited, Fidelity Management & Research (Japan) Limited, FMR Investment Management (UK) Limited, and Fidelity Distributors Company
LLC pursuant to Rule 17j-1 is incorporated herein by reference to Exhibit (p)(1) of Fidelity Salem Street Trust’s (File No. 002-41839)
Post-Effective Amendment No. 594.
Item 29.
Persons
Controlled by or under Common Control with the Trust
The Board of Trustees
of the Trust is the same as the board of other Fidelity funds, each of which has Fidelity Management & Research Company LLC,
or an affiliate, or Geode Capital Management LLC, as its investment adviser. In addition, the officers of the Trust are substantially
identical to those of the other Fidelity funds. Nonetheless, the Trust takes the position that it is not under common control with other
Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the
respective trusts.
Item 30.
Indemnification
Pursuant to Del.
Code Ann. title 12 § 3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its officers
and trustees from and against any and all claims and demands whatsoever. Article X, Section 10.02 of the Trust Instrument sets forth the
reasonable and fair means for determining whether
indemnification shall be provided to any past
or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted
by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding
in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof.
Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, “disabling
conduct”), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust.
In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Trust Instrument,
that the officer or trustee did not engage in disabling conduct.
Pursuant to Section 11 of the
Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each
person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable
counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust
(as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated
or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust
does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon,
and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust
in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the
Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under
this Agreement.
Pursuant
to the agreement by which Fidelity Investments Institutional Operations Company LLC (“FIIOC”) is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC harmless against any losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) resulting from:
(1)
any claim, demand, action or suit
brought by any person other than the Registrant, including by a shareholder, which names FIIOC and/or the Registrant as a party and is
not based on and does not result from FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises
out of or in connection with FIIOC’s performance under the Transfer Agency Agreement; or
(2)
any claim, demand, action or suit
(except to the extent contributed to by FIIOC’s willful misfeasance, bad faith or negligence or reckless disregard of duties) which
results from the negligence of the Registrant, or from FIIOC’s acting upon any instruction(s) reasonably believed by it to have been
executed or communicated by any person
duly authorized by the Registrant,
or as a result of FIIOC’s acting in reliance upon advice reasonably believed by FIIOC to have been given by counsel for the Registrant,
or as a result of FIIOC’s acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine
and signed, countersigned or executed by the proper person.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
Item 31.
Business and Other Connections
of Investment Adviser(s)
(1) FIDELITY MANAGEMENT & RESEARCH
COMPANY LLC (FMR)
FMR serves as investment adviser to a number of
other investment companies. The directors and officers of the Adviser have held the following positions of a substantial nature during
the past two fiscal years.
|
|
|
Abigail P. Johnson |
Chairman of the Board of certain Trusts; Chairman of the Board and
Director of FMR LLC; Chief Executive Officer, Chairman and Director of Fidelity Management & Research Company LLC. Previously
served as Chairman of the Board and Director FMRC. |
|
Peter S. Lynch |
Vice Chairman and Director of Fidelity Management & Research Company
LLC and a member of the Advisory Board of funds advised by FMR. Previously served as Vice Chairman and Director of FMRC. |
|
Cynthia Lo Bessette |
Senior Vice President of Fidelity Management & Research Company
LLC; Secretary Fidelity Diversifying Solutions LLC; Previously served as Senior Vice President, Secretary and Chief Legal Officer FMRC;
Secretary SelectCo, LLC and FIMM; Chief Legal Officer and Secretary of Fidelity Management & Research Company LLC; and Chief Legal
Officer of FMR H.K, FMR Japan and FMR Investment Management (UK) Limited. |
|
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K.,
FMR Japan, and Strategic Advisers LLC; President and Director FMR Capital Inc.; Director of FMR Investment Management (UK) Limited. Previously
served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting Officer FMR LLC. |
|
Lisa D. Krieser |
Assistant Secretary Fidelity Management & Research Company LLC
and Fidelity Distributors Company LLC; Secretary FMR Capital, Inc, Strategic Advisers LLC, FIIOC, and Fidelity Service Company Inc.. |
|
Bart Grenier |
President of Fidelity Management & Research Company LLC and Director
of Strategic Advisers LLC (2024). |
|
Michael Shulman |
Assistant Treasurer Fidelity Distributors Company LLC (FDC), Fidelity
Diversifying Solutions LLC, FIMM, Fidelity Management & Research Company LLC (2023), FMR LLC (2023), FMR Capital, Inc. (2023), Strategic
Advisers LLC (2023), FIIOC, and Fidelity Service Company, Inc.; Executive Vice President, Tax of FMR LLC (2023). |
|
Stephanie J. Brown |
Chief Compliance Officer of Fidelity Management & Research Company
LLC (2023), FDS (2023), FIAM (2023), FMR H.K. (2023), Fidelity Management & Research (Japan) Limited (2023), FMR Investment Management
(UK) Limited (2023), and Strategic Advisers LLC (2023); Assistant Treasurer FMR Capital, Inc.. |
|
Jason Pogorelec |
Compliance Officer of Fidelity Management & Research Company LLC
(2023). |
|
Nicole Macarchuk |
Chief Legal Officer and Secretary of Fidelity Management & Research
Company LLC (2024), Chief Legal Officer of FMR H.K. (2024), FMR Japan (2024), and FMR Investment Management (UK) Limited (2024). |
|
|
|
(2) FIDELITY MANAGEMENT & RESEARCH (HONG KONG)
LIMITED (FMR H.K.)
FMR H.K. provides investment advisory services
to other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature
during the past two fiscal years.
|
|
|
|
|
Sharon Yau Lecornu |
Chief Executive Officer of FMR H.K., Executive Director of FMR H.K.,
Director of Investment Services – Asia, and Director of FMR H.K. |
|
James Christian Hancock |
Director of FMR Japan (2025) and FMR H.K (2025). |
|
James Lenton |
Director of FMR H.K. (2023). |
|
Adrian James Tyerman |
Compliance Officer FMR H.K. and FMR UK, Anti-Money Laundering Compliance
Officer of FMR Investment Management (UK) Limited. |
|
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K.,
FMR Japan, and Strategic Advisers LLC; President and Director FMR Capital Inc.; Director of FMR Investment Management (UK) Limited. Previously
served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting Officer FMR LLC. |
|
Stephanie J. Brown |
Chief Compliance Officer of Fidelity Management & Research Company
LLC (2023), FDS (2023), FIAM (2023), FMR H.K. (2023), Fidelity Management & Research (Japan) Limited (2023), FMR Investment Management
(UK) Limited (2023), and Strategic Advisers LLC (2023); Assistant Treasurer FMR Capital, Inc.. |
|
Nicole Macarchuk |
Chief Legal Officer and Secretary of Fidelity Management & Research
Company LLC (2024), Chief Legal Officer of FMR H.K. (2024), FMR Japan (2024), and FMR Investment Management (UK) Limited (2024). |
(3) FIDELITY MANAGEMENT & RESEARCH (JAPAN)
LIMITED (FMR JAPAN)
FMR Japan provides investment advisory services
to other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature
during the past two fiscal years.
|
|
|
Nathaniel Norr Salter |
Director of FMR Japan (2023). |
|
Rieko Hirai |
Director of FMR Japan. |
|
Kirk Roland Neureiter |
Director of FMR Japan. |
|
James Christian Hancock |
Director of FMR Japan (2025) and FMR H.K (2025). |
|
Kan Man Wong |
Director of FMR Japan (2025) |
|
Koichi Iwabuchi |
Statutory Auditor of FMR Japan; Previously served as Compliance Officer
of FMR Japan. |
|
Kenji Kanemasu |
Compliance Officer of FMR Japan (2023). |
|
Christopher Rimmer |
Treasurer of Fidelity Management & Research Company LLC, FMR H.K.,
FMR Japan, and Strategic Advisers LLC; President and Director FMR Capital Inc.; Director of FMR Investment Management (UK) Limited. Previously
served as Treasurer of FMRC, FIMM, and SelectCo, LLC; Chief Accounting Officer FMR LLC. |
|
Stephanie J. Brown |
Chief Compliance Officer of Fidelity Management & Research Company
LLC (2023), FDS (2023), FIAM (2023), FMR H.K. (2023), Fidelity Management & Research (Japan) Limited (2023), FMR Investment Management
(UK) Limited (2023), and Strategic Advisers LLC (2023); Assistant Treasurer FMR Capital, Inc.. |
|
Nicole Macarchuk |
Secretary and Chief Legal Officer Fidelity Management & Research
Company LLC (2024), Chief Legal Officer of FMR H.K. (2024), FMR Japan (2024), and FMR Investment Management (UK) Limited (2024). |
|
|
|
(4) FMR INVESTMENT MANAGEMENT (UK) LIMITED (FMR
UK)
FMR UK provides investment advisory services to
other investment advisers. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature
during the past two fiscal years.
|
|
|
Mark D. Flaherty |
Director FMR Investment Management (UK) Limited. |
|
Kyle Johnson |
Director of FMR Investment Management (UK) Limited (2024). |
|
Karoline Rosenberg |
Director of FMR Investment Management (UK) Limited (2024). |
|
Adrian James Tyerman |
Compliance Officer FMR H.K. Anti-Money Laundering Compliance Officer
of FMR Investment Management (UK) Limited. |
|
Stephanie J. Brown |
Chief Compliance Officer of Fidelity Management & Research Company
LLC (2023), FDS (2023), FIAM (2023), FMR H.K. (2023), Fidelity Management & Research (Japan) Limited (2023), FMR Investment Management
(UK) Limited (2023), and Strategic Advisers LLC (2023); Assistant Treasurer FMR Capital, Inc.. |
|
Jean-Philippe Provost |
Director FMR Investment Management (UK) Limited (2023). |
|
Nicole Macarchuk |
Chief Legal Officer and Secretary of Fidelity Management & Research
Company LLC (2024), Chief Legal Officer of FMR H.K. (2024), FMR Japan (2024), and FMR Investment Management (UK) Limited (2024). |
|
Victoria Redgrave |
Director FMR Investment Management (UK) Limited (2024). |
|
|
|
|
|
|
Principal business addresses
of the investment adviser, sub-advisers and affiliates.
Fidelity Management & Research Company LLC (FMR)
245 Summer Street
Boston, MA
02210
Fidelity Investments Institutional Operations Company LLC
245 Summer Street
Boston,
MA 02210
Fidelity Service Company, Inc
245 Summer Street
Boston, MA 02210
Fidelity Management & Research (Hong Kong) Limited (FMR H.K.)
Floor 19, 41 Connaught
Road Central
Hong Kong
Fidelity Management & Research (Japan) Limited (FMR Japan)
Kamiyacho Prime Place,
1-17
Toranomon-4-Chome, Minato-ku
Tokyo, Japan
FMR Investment Management (UK) Limited (FMR UK)
1 St. Martin's Le Grand
London, EC1A 4AS, United Kingdom
FIL Investment Advisors (FIA)
Pembroke Hall
42 Crow Lane
Pembroke HM19, Bermuda
FIL Investment Advisors (UK) Limited (FIA(UK))
Beech Gate Millfield Lane
Lower Kingswood, Tadworth, Surrey
KT20 6RP, United Kingdom
Strategic Advisers LLC
155 Seaport Boulevard
Boston, MA 02210
FMR LLC
245 Summer Street
Boston, MA 02210
Fidelity Distributors Company LLC (FDC)
900 Salem Street
Smithfield, RI 02917
Item 32.
Principal
Underwriters
(a)
Fidelity Distributors Company LLC (FDC) acts as distributor
for all funds advised by FMR or an affiliate, as well as Fidelity Commodity Strategy Central Fund and Fidelity Series Commodity Strategy
Fund.
|
|
|
|
(b) |
|
|
|
Name and Principal |
Positions and Offices |
Positions and Offices |
|
Business
Address* |
with Underwriter |
with Fund |
|
Robert Adams |
Chief Operating Officer |
None |
|
Robert F. Bachman |
Executive Vice President and Director (2023) |
None |
|
Timothy Dunne |
Director (2024) |
None |
|
Dalton Gustafson |
President and Director (2023) |
None |
|
Natalie Kavanaugh |
Chief Legal Officer |
None |
|
John McGinty |
Chief Compliance Officer |
None |
|
Natelli Abramov |
Chief Financial Officer (2025) |
None |
|
John Slyconish |
Treasurer |
None |
|
Natalie Kavanaugh |
Secretary |
None |
|
Lisa D. Krieser |
Assistant Secretary |
None |
|
Michael Shulman |
Assistant Treasurer |
None |
* 900 Salem Street, Smithfield, RI
(c)
Not applicable.
Item 33.
Location of Accounts and Records
All accounts, books, and other documents
required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are maintained by Fidelity Management
& Research Company LLC, or Fidelity Investments Institutional Operations Company LLC, 245 Summer Street, Boston, MA 02210, or the
funds’ respective custodians, or special purpose custodian, as applicable, The Bank of New York Mellon, 240 Greenwich Street,
New York, NY and Citibank, N.A., 388 Greenwich Street, New York, New York 10013.
Item 34.
Management Services
Not applicable.
Item 35.
Undertakings
Not applicable.
ATTACHMENTS / EXHIBITS
SCHEDULE A, DATED MARCH 13, 2025, TO THE MANAGEMENT CONTRACT, BETWEEN FIDELITY TREASURY DIGITAL FUND, IS FILED HEREIN AS EXHIBIT (D)(6)
LEGAL OPINION OF DECHERT LLP, DATED JULY 22, 2025, IS FILED HEREIN AS EXHIBIT (I)
CONSENT OF PRICEWATERHOUSECOOPERS LLP, DATED JULY 22, 2025, IS FILED HEREIN AS EXHIBIT (J)
DISTRIBUTION AND SERVICE PLAN PURSUANT TO RULE 12B-1 FOR FIDELITY TREASURY DIGITAL FUND: ONCHAIN IS FILED HEREIN AS EXHIBIT (M)(13)
AMENDED AND RESTATED MULTIPLE CLASS OF SHARES PLAN PURSUANT TO RULE 18F-3, DATED MARCH 13, 2025
SCHEDULE I, DATED MARCH 13, 2025, TO THE AMENDED AND RESTATED MULTIPLE CLASS OF SHARES PLAN PURSUANT TO RULE 18F-3, DATED MARCH 13, 2025
XBRL SCHEMA FILE
XBRL DEFINITION FILE
XBRL LABEL FILE
XBRL PRESENTATION FILE
IDEA: ftdf-efp16749_485bpos_htm.xml
IDEA: R1.htm
IDEA: R2.htm
IDEA: R3.htm
IDEA: R4.htm
IDEA: R5.htm
IDEA: R6.htm
IDEA: R7.htm
IDEA: R8.htm
IDEA: R9.htm
IDEA: R10.htm
IDEA: R11.htm
IDEA: FilingSummary.xml
IDEA: MetaLinks.json
Tweet
Share
E-mail