Terms and Conditions

The sections below set forth the terms and conditions under which National Financial Services LLC, through its Fidelity Capital Markets division (referred to herein as “Fidelity”), will execute securities transactions in a custody account (the “Account”) for the entity identified on page 1 of the Institutional Account Application (referred to herein as “you” or “your”). You are deemed to have accepted these terms each time you submit an order to Fidelity for execution.

I. Terms Applicable to All Transactions
1. Applicable Laws
All transactions in and for your Account shall be subject to Fidelity’s policies and procedures and all applicable U.S. and foreign laws, including without limitation Section 5 of the Securities Act of 1933, the rules and regulations of the federal, state and self-regulatory organizations, including but not limited to the regulations of the U.S. Securities and Exchange Commission (the “SEC”), the rules of the Financial Industry Regulatory Authority (“FINRA”) and the constitution, rules, regulations, customs and usages of the applicable exchanges, markets and clearing agencies where the transactions are executed by Fidelity or its agents, all as amended and supplemented from time to time (collectively, “Applicable Laws”).
2. Institutional Customer
You represent and warrant that you meet the definition of an “institutional investor” as promulgated by FINRA, as amended from time to time, and that you are knowledgeable and experienced in the risks of entering into the transactions you propose to engage in, are capable of independently evaluating the merits and risks of entering into such transactions, and are able to bear the economic risks.
3. No Advice
You understand that Fidelity provides no tax, legal or investment advice of any kind, nor does Fidelity give advice or offer any opinion with respect to the nature, potential value or suitability of any particular securities transaction or investment strategy. Any investment decisions you make will be based solely on your own evaluation of your financial circumstances and investment objectives. Fidelity may make available certain information concerning securities and/or investment strategies. Unless otherwise indicated, this information is not tailored to reflect your financial circumstances or investment objectives, and should not be construed as a solicitation or recommendation to you of any particular security or investment strategy.
4. Confirmations, Statements, Notices and Other Communications
Confirmation of transactions and statement of accounts shall be conclusive and binding if not objected to in writing within twenty-four (24) hours, in the case of confirmations, and ten (10) business days, in the case of statements of account, after Fidelity’s transmittal to you of such reports by mail, telephone, electronic mail, facsimile, or by any other agreed means. Communications may be sent to you at your address of record or in such other manner as you may advise Fidelity from time to time. You agree that any notices (i) transmitted to the electronic mail or facsimile address specified by you, until Fidelity received written notice of a different address, shall be deemed to have been personally delivered and received by you upon transmission; (ii) mail sent by a nationally recognized courier shall be effective upon the earlier of actual receipt or one (1) business day following the day such notice is sent by Fidelity; and (iii) certified mail or regular mail shall be deemed effective two (2) business days following the day such notice is sent by Fidelity; and you agree to waive all claims resulting from any failure to receive such communications.
5. Recording and Monitoring Telephone Conversations and Email
All communications with Fidelity may be monitored or recorded, and you consent to this monitoring or recording.
6. Restrictions on Account
You understand that Fidelity, in its sole discretion and in accordance with Applicable Laws, may restrict or prohibit trading in your Account or place other limits on your Account, including, without limitation, by implementing size, position or credit limits from time to time, and/or by refusing orders that may require the filing and effectiveness of a registration statement and the delivery of a prospectus and/or prospectus supplement by Fidelity, provided that Fidelity will endeavor to provide you with prior notice, and/or by refusing orders that may require the filing and effectiveness of a registration statement and the delivery of a prospectus and/or prospectus supplement by Fidelity where practicable and/or permitted under the circumstances, of such restriction.
7. Representations, Warranties and Covenants
In addition to the Representations in the Recordkeeping Agreement, you represent, warrant and covenant to Fidelity that:

(a) you may lawfully establish and open accounts for the purpose of effecting purchases and sales of securities through and with Fidelity and you are authorized to buy, sell and trade securities of every kind whatsoever for your Account;
(b) transactions entered into pursuant to this Agreement will not violate any Applicable Laws or any agreement to which you are a party;
(c) transactions entered into pursuant to this Agreement will not require the filing and effectiveness of a registration statement and/or the delivery of a prospectus and/or prospectus supplement that complies with Section 10(a) of the Securities Act of 1933;
(d) transactions entered into pursuant to this Agreement will not render Fidelity an “underwriter” under Section 2(a)(11) of the Securities Act of 1933;
(e) no funds have been or will be solicited from any other persons for trading in securities in violation of Applicable Laws;
(f) you shall advise Fidelity in writing in the event that: (i) you qualify as a “large trader” under SEC Rule 13h-1, notwithstanding any obligation Fidelity may have to identify large trader customers on its own; (ii) a large trader ID number (“LTID”) has been assigned to you; and (iii) you file for “inactive status” under SEC Rule 13h-1; and
(g) none of your assets constitute, directly or indirectly, “plan assets” subject to the fiduciary responsibility sections of the Employee Retirement Income Security Act (“ERISA”).

You hereby agree to provide Fidelity with written notice: (i) immediately in the event that any of the foregoing representations, warranties or covenants becomes false or inaccurate; and (iii) immediately should your assets become “plan assets” subject to the fiduciary responsibility sections of ERISA.

II. Terms Applicable to Brokerage Transactions Only
1. Plan Transactions Only
Generally, the Account will be used solely to custody Securities and/or transfer cash for your Plans under the Recordkeeping Agreement; however, in the event you utilize the Account to perform any other security or cash transaction, the following terms will apply.
2. Account Settlement; “Long” and “Short” Sales
You agree: (i) that it is your absolute and unconditional obligation to make and ensure timely delivery of the subject securities and/or funds, in good deliverable form, free and clear of any lien, claim, interest or restriction of any sort, as well as any required remittance of interest, dividend payments, and/or other distributions; (ii) except as otherwise agreed by the parties, that it is your intention and unconditional obligation to settle all sales effected pursuant to this Agreement by delivering, in good deliverable form, securities sold by settlement date of the transaction; (iii) in connection with any securities transaction to be settled on a receipt versus-payment/delivery-versus-payment basis, to make such payment or delivery through the facilities of a clearing agency; (iv) that you shall not mark, or instruct Fidelity to mark, any sale order “long” unless you own, and are net long, the security being sold and will deliver the security in good deliverable form by settlement date; (v) that you shall not mark, or instruct Fidelity to mark, any sale order as short sale exempt, locate exempt or tick rule exempt unless you are entitled to rely on an exemption from the applicable short sale requirement; and (vi) that if you identify a “locate” away, you represent and warrant that you have entered into a bona fide arrangement to borrow securities from the source identified and that the number of securities borrowed from such source is sufficient to cover the short sale you are executing with Fidelity.
3. Orders and Instructions
You agree that Fidelity may, in its sole discretion, refuse to accept or execute any order or instruction from you, including, but not limited to, when the execution of your order or instruction would be in contravention of Applicable Laws. Fidelity shall endeavor when practicable under the circumstances to contact you to provide notice thereof, but such notice shall not be a condition to Fidelity’s right to refuse to accept or execute any order. You authorize Fidelity to submit your orders jointly with the orders of other customers on an aggregated basis (“multiple order representation”). You acknowledge that trade allocation from such multiple order representation may be effected by Fidelity based on a fair, reasonable, and objective allocation methodology selected and consistently applied by Fidelity. Details of order aggregation and trade allocation will be provided to you upon your request. Solely at the discretion of Fidelity, and as accommodation to you, Fidelity may allow you to transmit orders or instructions to Fidelity via Fidelity electronic communications system (“email”); provided, however, that you acknowledge and agree to the following when you elect to transmit electronic orders or instructions: (i) no such order or instruction shall be deemed received or accepted by Fidelity unless and until Fidelity has replied electronically via Fidelity electronic communications system or otherwise in writing affirming that the order or instruction has been received and accepted; (ii) Fidelity in its discretion may reject any email order or wire instruction; and (iii) you are solely responsible for the security and confidentiality of the email order or instruction when you transmit the order or instruction to Fidelity.
4. Working or Not Held Orders
You understand that unless you advise otherwise on a trade-by-trade basis, all equity market and limit orders are designated as “working” or “not held” orders. This designation permits Fidelity to exercise reasonable brokerage judgment in executing the order and, as such, Fidelity is not held to specific time(s) and price(s) of execution. Although Fidelity is required to seek to obtain the best execution of an order, Fidelity is not required, consistent with good brokerage judgment, to display or protect a “not held” limit order or to cross such an order with other better-priced orders that Fidelity may receive.
5. Cancellation Requests; Late and Corrected Reports
You understand that when you place a request to cancel an order, the cancellation of that order is not guaranteed. The order will only be cancelled if the request is received by the market center to which the order was routed and matched with the order to be canceled before it is executed. During market hours, it is rarely possible to cancel market orders, as market orders are subject to immediate execution. You should not assume that any order has been executed or canceled until you have received a transaction or cancellation confirmation from Fidelity. In addition, any reporting or posting errors, including errors in reporting or posting execution prices, will be corrected to reflect what actually occurred in the marketplace.
6. Commissions, Fees and Charges
You agree to pay such commissions, markups/downs, commission equivalents, third-party broker or market-center fees, transaction fees designed to offset Regulatory Fees (as each such term is defined below) and other miscellaneous fees as Fidelity may from time to time charge (collectively, “Commissions”). Fidelity may separately detail portions of its Commissions designed to offset any regulatory transaction or activity fees assessed by any regulatory authority or SRO against Fidelity (“Regulatory Fees” and the portion of such Commissions designed to offset Regulatory Fees shall be referred to herein as “Transaction Fees”). You acknowledge and agree that Fidelity shall have the right to determine such Transaction Fees in its sole and exclusive discretion, and that such Transaction Fees may differ from or exceed the Regulatory Fees paid by Fidelity in connection with your transactions. These differences may be caused by various factors, including, among other things, the rounding methodology used by Fidelity, the use of allocation accounts, transactions or settlement movements for which a Regulatory Fee may not be assessed, differences between the dates of fee rate changes and various other reasons. You acknowledge that Fidelity has made no representation that Transaction Fees assessed you will equal the Regulatory Fees assessed against Fidelity in respect of or resulting from your transactions. Except as otherwise agreed, you understand and agree that Fidelity may, at any time, change its Commissions without notice, at its sole and absolute discretion. If you are required by law to make deductions or withholding from any payment due Fidelity pursuant to this Agreement, you shall pay Fidelity simultaneously with making such payment an additional amount as may be necessary in order for the total amount received, after all deductions and withholdings, to be equal to the amount Fidelity would have received had no deduction or withholding been made.
7. Foreign Securities Transactions
You acknowledge that trading in foreign securities may result in your being subject to the laws and rules of the market where the securities are listed, its clearing house and those of the jurisdiction where the issuer is incorporated (including but not limited to the rules involving short selling, concentration and reporting of shareholding positions). Fidelity does not undertake or assume any responsibility with respect to your compliance with applicable laws and rules, which is your sole responsibility.
8. Net Transactions
All over-the-counter transactions handled by Fidelity with respect to your orders will be handled on a “net” basis unless Fidelity is otherwise directed by you, either on an order-by-order basis or with respect to all orders given by you to Fidelity. Fidelity trades “net” with you when Fidelity accumulates a position at one price, or one average price, and executes an offsetting trade with you at another price. The “net price” at which your order will be executed will be equivalent to the reported price. In such a case, total compensation to Fidelity is derived from the price of such offsetting trade with you and no separate commissions or markups/downs will be added.
9. Clearly Erroneous
You understand that a transaction may, under Applicable Laws, be cancelled on the grounds that it was “clearly erroneous,” to be determined at Fidelity’s sole discretion.
10. Program Trading
You represent and warrant that you will notify Fidelity prior to submitting or transmitting to Fidelity for execution any order or orders that are part of any index arbitrage or program trading strategy. For purposes of this paragraph, “index arbitrage” means a trading strategy in which pricing is based on discrepancies between a “basket,” or group of stocks, and the derivative index product (i.e., a basis trade) involving the purchase or sale of a “basket” or group of stocks in conjunction with the purchase or sale, or intended purchase or sale, of one or more derivative index products in an attempt to profit by the price difference between the “basket” or group of stocks and the derivative index products; while the purchase or sale of the stocks must be in conjunction with the purchase or sale of derivative index products, the transaction need not be executed contemporaneously to be considered index arbitrage. For purposes of this paragraph, the term “derivative index products” refers to cash-settled options or futures contracts on index stock groups, and options on any such futures contracts. For purposes of this paragraph, “program trading” has the definition set forth in NYSE Rule 80A.40(b), which defines “program trading” as any trading strategy involving the related purchase or sale of a “basket” or group of 15 or more stocks. Program trading includes the purchases or sales of stocks that are part of a coordinated trading strategy, even if the purchases or sales are neither entered nor executed contemporaneously, nor part of a trading strategy involving options or futures contracts on an index stock group, or options on any such futures contracts, or otherwise relating to a stock market index.
11. Liability of Costs of Collection
You agree to pay and shall be liable for the reasonable costs and expenses of collection of any debit balance and/or any unpaid deficiency in your Account with Fidelity, including, but not limited to, attorney’s fees, court costs and any other costs incurred or paid by Fidelity.
12. Electronic Access and Data Disclosures

(a) Fidelity may provide you access to Fidelity’s proprietary alternative trading system or other electronic trading system or services that enable electronic transmission of orders to securities exchanges or markets (collectively, the “Electronic Services”). Your use of the Electronic Services will be governed by the terms and conditions of this Agreement. All titles, ownership rights and intellectual property rights in or relating to the Electronic Services or any software, hardware, application, interfaces and/or network communication device (“Equipment”) provided in relation to the Electronic Services shall remain the exclusive property of Fidelity, except for any Equipment or Electronic Services which are proprietary to a third party. Fidelity grants you a non-exclusive and non-transferable license (the “License”) to access and use the Electronic Services.
(b) In accepting the License, you agree that (i) you will not, nor will you permit a third party to disassemble, decode, alter, copy or commercially exploit the Electronic Services; (ii) that your use of the Electronic Services will be in compliance with Applicable Law; (iii) you will keep the Electronic Services, equipment and any manuals and instructional material provided in whatever form to you confidential at all times and will return such materials to Fidelity upon request. You will be responsible for maintaining secure internal and external controls regarding the capacity of any person submitting orders or entering data through the Electronic Services and any such person will be viewed as having the authority to bind you; and (iv) Fidelity is not responsible for supplying corrections, supplements, updates or releases or for notifying you of any interruptions, upgrades, fixes or enhancements to the Electronic Services; provided, however, that Fidelity will make reasonable efforts where possible to notify you of interruptions, upgrades, fixes or enhancements. You agree that your use of the Electronic Services is at your sole risk and you accept responsibility for all orders submitted through the Electronic Services. The following disclosures also relate to your use of Fidelity’s proprietary alternative trading system (the “ATS”): (i) you shall not provide your customers with directed access to the ATS, including but not limited to access through a direct FIX line or as a result of the configuration of routing destinations; (ii) you understand that Fidelity’s ATS is a non-display dark pool, and by entering orders into the ATS, you are requesting that such orders not be publicly displayed; (iii) you understand that if you enter a market order in a security into the ATS, that market order may not be executed (in whole or in part) if there is no contra side order in the ATS to execute against that order; and (iv) that orders sent to the ATS that have not been executed by the close of business of the relevant market, exchange, or third-party system shall automatically expire.
(c) FIDELITY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SELECTION, DESIGN, FUNCTIONALITY, OPERATION, TITLE OR NON-INFRINGEMENT OF THE ELECTRONIC SERVICES, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NON-INFRINGEMENT, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY WITH RESPECT THERETO. WITHOUT LIMITING THE FOREGOING, FIDELITY EXPRESSLY DISCLAIMS ANY REPRESENTATION THAT THE ELECTRONIC SERVICES WILL OPERATE UNINTERRUPTED OR BE ERROR-FREE.
(d) Fidelity may make available to you certain financial data, including but not limited to stock loan rates, pricing and availability (“Data”). The Data is and shall remain the property of Fidelity. You agree that any Data furnished by Fidelity is solely for your own use and you shall not retransmit or otherwise redistribute Data to any other person, other than your own employees, advisors or administrators who are made aware of the restrictions concerning the Data contained herein. Fidelity retains the right to discontinue, limit or make changes to the Data and/or method of transmission of the Data, as Fidelity shall from time to time determine to be appropriate, with or without notice to you. You shall not hold Fidelity or any third-party provider liable for any resulting liability, loss or damage that may arise therefrom. Neither Fidelity nor any third-party providers guarantee the timeliness, sequence, accuracy, correctness, security, reliability, performance, availability or completeness of any of the Data supplied to you hereunder and neither Fidelity nor any third-party providers shall be liable in any way, to you or to any other person, for any loss, damage, cost or expense that may arise from any delays, inaccuracies, errors in or omissions of any of the Data or in the transmission or delivery thereof, whether or not due to any act or omission on the part of Fidelity or any third-party providers.

13. Security Interest
Any and all credit balances, securities, or contracts relating thereto, and all other property of whatsoever kind belonging to you or in which you hold an interest held by Fidelity or its affiliates, each as carried for your Account (collectively, “Assets”), shall be subject to a first lien and first priority perfected security interest for the discharge of your obligations to Fidelity (including un-matured and contingent obligations), however arising and without regard to whether or not Fidelity or its affiliates or agents have extended credit with respect to such Assets. For the avoidance of doubt, the parties agree and acknowledge that the terms “securities” and “Assets,” as used herein, shall include any “security entitlements” with respect to such Assets (within the meaning of the UCC). Shares of any investment company in which you have an interest and for which Fidelity Management and Research Company serves as investment advisor, and which are custodied, record kept or otherwise administered by one of Fidelity’s affiliates, are also subject to a general lien for the discharge of your obligations to Fidelity.
14. Default and Remedies
Any material breach of this Agreement or the filing of a petition or other proceeding in bankruptcy, insolvency, reorganization or similar proceeding, or for the appointment of a receiver by or against you, the levy of an attachment against your Account, your dissolution, or any other grounds for insecurity, as determined by Fidelity in good faith, shall constitute, at Fidelity’s election, an “Event of Default” by you under this Agreement. In the Event of Default, Fidelity reserves the right to: (i) cancel, terminate, accelerate, place stop orders on, liquidate and/or close out any or all outstanding transactions, accounts, positions and agreements; (ii) buy-in securities sold but not yet delivered or sell-out securities purchased but not yet paid for; (iii) set-off, net and recoup any indebtedness you may have (either individually or jointly with others), after which you shall be liable to Fidelity for any remaining deficiency, loss, costs or expenses sustained by Fidelity in connection therewith; (iv) exercise all rights of a secured creditor in respect of all collateral held by a clearing firm on Fidelity’s behalf or where Fidelity has a security interest; and (v) take such other actions permitted by Applicable Laws as Fidelity deems necessary to protect, preserve or enforce its rights or to reduce any risk to Fidelity of loss or delay. In the event of your dissolution, whether or not a custodian, administrator or committee is qualified or appointed, Fidelity may, in its sole discretion, cancel any open orders for the purchase or sale of any securities or other property, place orders for the sale of securities for which payment has not been made, or buy or borrow any securities sold but not delivered, without prior notice to your administrators, custodians, representatives, assigns or committee. Any such purchases and sales permitted hereunder may be affected publicly or privately without notice or advertisement in such manner as Fidelity may in its sole discretion determine. At any such sale or purchase, Fidelity may purchase or sell such property free of any right of redemption. In addition, Fidelity shall have the right to set off and apply any amount owing from Fidelity or any of its affiliates to you against any indebtedness in your Account, whether matured or un-matured. You shall at all times be liable for the payment of any amounts or obligations owing in your Account with Fidelity, including interest, commissions and any reasonable costs of collection (including all fees and attorneys’ fees). You shall be liable to Fidelity for any deficiency remaining in any such Account in connection with the exercise of remedies under this Agreement, and you shall promptly reimburse Fidelity for any loss or expense incurred, including losses sustained by reason of your failure to timely deliver in good deliverable form securities sold for your Account. Interest will accrue on any such deficiency at prevailing margin rates until paid. You agree to reimburse Fidelity for all costs and expenses incurred in the collection of any debit balance or unpaid deficiency in your Account, including, but not limited to, attorneys’ fees.


Regulatory Disclosures

1. Extended Hours Trading Disclosure
Due to the nature of the extended hours trading market, trading during extended hours may pose certain risks that are greater than those present during normal market hours. Review the below information.
Risk of Lower Liquidity. Liquidity refers to the ability of market participants to buy and sell securities. Generally, the more orders that are available in a market, the greater the liquidity. Liquidity is important because with greater liquidity it is easier for investors to buy or sell securities and, as a result, investors are more likely to pay or receive a competitive price for securities purchased or sold. There may be lower liquidity in extended hours trading as compared to regular market hours. As a result, there is an increased likelihood that your order may only be partially executed, or not at all.
Risk of Higher Volatility.
Volatility refers to the changes in price that occur in the securities markets. Generally, the higher the volatility of a security, the greater its price swings. There may be greater volatility in extended hours trading than in regular market hours. As a result, there is an increased likelihood that your order may only be partially executed, or not at all, or that you may receive a price that is inferior to the price you would receive during regular market hours.
Risk of Unlinked Markets.
Depending on the extended hours trading system or the time of day, the prices displayed on a particular extended hours system may not reflect the prices in other concurrently operating extended hours trading systems dealing in the same securities. Accordingly, you may receive a price in one extended hours trading system that is inferior to one that you would receive in another extended hours trading system.
Risk of Changing Prices.
The prices of securities traded in extended hours trading may not reflect the prices either at the end of regular market hours, or upon the opening of the market on the next morning. As a result, you may receive a price in extended hours trading that is inferior to one that you would receive during regular market hours.
Risk of News Announcements.
Normally, issuers make news announcements that may have an impact on the price of their securities after regular market hours. Similarly, important financial information is frequently announced outside of regular market hours. These announcements may occur during extended-hours trading and, when combined with lower liquidity and higher volatility, may cause an exaggerated and unsustainable effect on the price of a security.
Risk of Wider Spreads.
The spread refers to the difference in price between the bid (the price at which a dealer will buy a security) and the ask (the price at which a dealer will sell a security). Lower liquidity and higher volatility in extended hours trading may result in wider than normal spreads.
Risk of Lack of Calculation or Dissemination of Underlying Index Value or Intraday Indicative Value (“IIV”).
For certain Derivative Securities Products, an updated underlying index value or IIV may not be calculated or publicly disseminated during extended trading hours. Since the underlying index value and IIV are not calculated or widely disseminated during the pre-market and post-market sessions, an investor who is unable to calculate implied values for certain Derivative Securities Products in those sessions may be at a disadvantage to market professionals.
2. Account Protection
The securities in your Account are protected in accordance with the Secure Investor Protection Corporation (“SIPC”) for up to $500,000 (including up to $250,000 for uninvested cash). Fidelity also provides additional coverage above these limits. Neither coverage protects against a decline in the value of your securities, nor does either coverage extend to certain securities that are considered ineligible for coverage. For more details on SIPC, or to request an SIPC brochure, visit www.sipc.org or call 202-371-8300.
3. Understand that unless you provide written notice to the contrary, we may supply your name to issuers of securities held in your account so you can receive important information regarding such securities.
4. Order Routing Practices
Fidelity receives compensation or other consideration (commonly referred to as “payment for order flow” or “PFOF”) for directing orders to particular broker-dealers or market centers for execution. PFOF may take such forms as financial credits, monetary payments, and rebates in the form of a reduction of fees charged, volume discounts, or reciprocal business. Fidelity’s payment for order flow and order routing policies will be furnished to customers on an annual basis. Absent specific order routing instructions from customers, Fidelity transmits customer orders for execution to various broker-dealers, exchanges and other market centers based on a number of factors. Such factors include, without limitation: the ability of a market center to execute the orders at or superior to the publicly quoted market; the ability of a market center to provide price improvement opportunities; the speed of execution; the availability of efficient, automated transaction processing; liquidity enhancement opportunities; the speed of displaying better priced limit orders; trading characteristics of the particular securities; and the extent to which different markets may be more suitable for different types of orders or different securities. Some market centers or broker-dealers may execute orders at prices superior to the publicly quoted market. In connection with orders routed to the NYSE for execution, Fidelity may, pursuant to NYSE rule 108, permit the NYSE specialist to trade for its own account on parity with such orders for some or all of the executions associated with filling such orders. If you object to the process of permitting the specialist to trade along with your order(s), you must notify Fidelity at the time order(s) are placed. FINRA Rule 5320, effective September 12, 2011, generally provides that a member firm that accepts and holds an order in an equity security (as defined in FINRA and SEC rules) from its own customer or a customer of another broker-dealer without immediately executing the order is prohibited from trading that security on the same side of the market for its own account at a price that would satisfy a customer’s order, unless it immediately thereafter executes the customer’s order up to the size and at the same or better price at which it traded for its own account, subject to certain exceptions. FINRA Rule 5320.01 generally permits firms to negotiate terms and conditions on the acceptance of certain large-sized orders (orders of 10,000 shares or more and greater than $100,000 in value) and orders from institutional accounts (as defined in NASD Rule 3110(c)) that would permit firms to trade ahead of or along with such orders, provided that firms give clear and comprehensive written disclosure to such customer at account opening and annually thereafter that:

(a) discloses that the firm may trade proprietarily at prices that would satisfy a customer’s order, and
(b) provides customers with a meaningful opportunity to opt into the Rule 5320 protections with respect to all or any portion of its order.

From time to time, Fidelity may trade equities as principal and may trade on the same side of the market for its own account at a price that would satisfy a large-sized or institutional customer order, pursuant to Rule 5320. If you or your order meet that criteria and you wish to opt into the Rule 5320 protections with respect to all or any portion of its order, you may do so by notifying your Fidelity registered representative upon placing its order. If you wish to opt-in for all of its orders, notify Fidelity in writing at Fidelity Capital Markets, 200 Seaport Blvd., Boston, MA 02210. In the event you do not opt into the Rule 5320 protections, Fidelity will conclude, as permitted by the rule, that you have consented to Fidelity trading a security on the same side of the market for its own account at a price that would satisfy your order, if applicable.