X0405 TA-1/A 0000862124 XXXXXXXX 084-01839 true LIVE SEC FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO LLC FIDELITY INVESTMENTS WESTERN SERVICES CO INC /TA 428219 245 Summer Street Boston MA 02210 Y 245 Summer Street Mail Zone Z1C Attention: Enterprise Cmpl Boston MA 02210 6175631492 Y 100 Crosby Parkway Covington KY 41015 100 Magellan Drive Covington KY 41015 200 Seaport Boulevard Boston MA 02210 One Spartan Way Merrimack NH 03054 Two Contra Way Merrimack NH 03054 100 Salem Street Smithfield RI 02917 One Destiny Way Westlake TX 76262 100 Howe Drive Covington KY 41015 49 North 400 West Salt Lake City UT 84101 Two Destiny Way Westlake TX 76262 100 New Millennium Way Durham NC 27709 5401 Watson Drive SE Albuquerque NM 87106 5300 Kings Island Drive Mason OH 45040 N Y National Financial Services, LLC 084-05888 499 Washington Blvd Jersey City NJ 07310 Fidelity Business Services India Private Limited 084-06287 Embassy Golf Links Business Park Off Intermediate Ring Road Bangalore K7 560071 N Corporation FMR Corp 07/01/1978 Shareholder E true 09/30/2007 Susan Sturdy 06/28/2006 Secretary NA 08/01/2008 Timothy F. Hayes 06/28/2006 President & Director NA true 06/14/2007 Jeffrey Carney 06/28/2006 Executive Vice President NA true 06/14/2007 Laura B. Cronin 06/28/2006 Executive Operating Officer NA 10/03/2007 Robert A. Dwight 07/03/2003 Executive Operating Officer NA true 06/30/2013 Joseph P. LoRusso 07/03/2003 Director NA true 06/14/2007 Stephen E. Tibbets 08/01/1994 Treasurer NA 06/14/2007 J. Gregory Wass 06/28/2006 Assitant Treasurer NA 07/31/2011 John J. Hitt 06/28/2006 Assistant Secretary NA 08/01/2008 Richard Siegelman 06/14/2007 Chief Compliance Officer NA 05/01/2009 Anmarie Ciccolo 06/14/2007 Chief Compliance Officer NA 07/01/2017 Joseph Hollis 06/14/2007 Executive Operating Officer NA true 08/01/2008 Terence Sanz 06/14/2007 Treasurer NA 12/01/2008 FMR LLC 10/01/2007 Shareholder E true 09/30/2010 Robert Donelan 06/14/2007 President & Director NA true 07/26/2010 Raymond Marcinowski 06/14/2007 President & Director NA true 02/29/2008 Barbara March 02/11/2008 Executive Operating Officer NA true 02/01/2010 Dub Nelson 09/15/2008 Executive Operating Officer NA true 12/01/2008 Christine Reynolds 08/01/2008 Executive Operating Officer NA true 07/31/2014 Mary Brady 08/01/2008 Secretary NA 02/26/2010 Peter D. Stahl 08/01/2008 Secretary NA 01/01/2020 Gerard McGraw 09/04/2007 Executive Operating Officer NA true 09/10/2009 Marvin Adams 09/15/2008 Director NA true 08/20/2009 Richard Dobbs 09/15/2008 Director NA true 10/09/2009 Phillip Guarino 12/01/2008 Treasurer NA 05/31/2010 Robert J. Adams 09/10/2009 President Shareholder Division NA true Timothy J. Barrett 08/20/2009 Asssitant Treasurer NA 10/15/2010 Michael Doorley 10/01/2009 Director NA true 04/01/2010 Sharon Brovelli 02/01/2010 Executive Operating Officer NA true 07/26/2010 Robert Biemer 02/11/2010 Chief Legal Officer NA true 10/30/2017 Gerard McGraw 07/26/2010 Director NA true 10/27/2014 James Michael MacDonald 07/26/2010 Director NA true 10/27/2014 Michael Engber Wilens 07/26/2010 Director NA true 02/15/2011 Scott Morgan Gygi 07/26/2010 Executive Operating Officer NA true 09/27/2013 Christopher A. Hock 07/26/2010 President - Retirement Division NA true 07/18/2018 Harris Gregg Komishane 07/26/2010 Treasurer NA 10/27/2014 Susan Sturdy 07/26/2010 Secretary NA 06/18/2013 Fidelity Workplace Services LLC 09/30/2010 Shareholder E true Charles M. Morgan 08/01/2011 Assistant Treasurer NA 01/31/2014 Michael Bull 09/27/2013 Executive Operating Officer NA true 10/27/2014 Michael J. Kearney 09/27/2013 Assistant Treasurer NA true Thomas Restivo 09/27/2013 Sr. Vice President Shareholder Division NA true 12/31/2017 Brian C. McLain 09/27/2013 Assistant Secretary NA Howard J. Galligan III 07/31/2014 Exec Vice President Shareholder Division NA true 07/31/2018 Mark Katzelnick 10/27/2014 Director NA true 01/01/2020 G. Michael Slovak 10/27/2014 Director NA true 07/01/2017 Allyn Jones 10/27/2014 Sr. Vice President Shareholder Division NA true Carlos PiSierra 10/27/2014 Treasurer Shareholder Division NA true 01/29/2018 David Morse 10/27/2014 Chief Risk Officer NA true 10/30/2017 Glenn Brack 10/27/2014 Treasurer Retirement Division NA 07/18/2018 Steven F. Schiffman 10/27/2014 Assistant Treasurer NA 07/01/2017 Kevin M. Barry 07/01/2017 Director NA true Ronald DePoalo 07/01/2017 Director NA true Eric C. Green 07/01/2017 Assistant Treasurer NA true Robert J. Biemer, Jr 10/30/2017 Chief Compliance Officer NA David Carter 10/30/2017 Chief Legal Officer Shareholder Division NA Michael O'Reilly 10/30/2017 Chief Risk Officer Shareholder Division NA 07/31/2018 Cliff Poirier 02/01/2018 Sr. Vice President Shareholder Division NA true Sharon Brovelli 07/18/2018 President - Retirement Division NA Michael Bull 07/18/2018 Senior Vice President - Shareholder Divi NA Christine Selmi 07/18/2018 Senior Vice President - Shareholder Divi NA Matthew DePiero 07/18/2018 Treasurer - Shareholder Division NA Michael Doherty 07/18/2018 Treasurer - Retirement Division NA 04/03/2020 John J. Burke 02/25/2019 Executive Vice President - Shareholder D NA Steven D'Agati 02/25/2019 Senior Vice President - Shareholder Divi NA Eric Bocan 02/25/2019 Chief Risk Officer - Shareholder Divisio NA John J. Burke 01/01/2020 Director NA true Lisa D. Krieser 01/01/2020 Secretary NA Kevin M. McLaughlin 04/03/2020 Treasurer - Retirement Division NA N N N N N N Y Fidelity Management and Research Company (FMR Co.) and FMR Co., Inc In the Matter of FMR Co. and FMR Co., Inc. 03/05/2008 Securities and Exchange Commission On March 5, 2008, the SEC entered a settlement order which contained the following findings, which FMR Co. and FMR Co., Inc. neither admitted nor denied: (1) Fidelity failed to reasonably supervise its employees receipt of travel, entertainment and gifts from brokers; (2) Fidelity failed to seek best execution for its clients securities transactions; (3) Fidelity failed to disclose the material conflict of interest arising from the receipt by certain employees of travel, entertainment and gifts from brokers; (4) Fidelity made materially false and misleading statements and omissions about its selection of brokers; and (5) Fidelity failed to keep certain communications with brokers concerning the placing or execution of orders to purchase or sell securities. Agreed to (1) cease and desist from certain conduct; (2) a censure; (3) payment of an $8,000,000 fine to the United States Treasury; and (4) compliance with various undertakings relating to the engagement of an independent compliance consultant Y National Financial Services Corporation In the Matter of National Financial Services Corporation 01/10/1997 U.S. Securities and Exchange Commission U.S. Securities and Exchange Commission, Administrative Proceeding #3-9217. On January 10, 1997, an affiliate of the registrant, National Financial Services Corporation (NFSC) consented to the issuance of an Order by the Securities and Exchange Commission without admitting or denying the Commissions findings. The Order related to the extension of credit, in 1993, on a particular security that was not, at the time, a margin security under Regulation T. Under the terms of the Order, NFSC consented to a censure and the payment of a civil penalty of $50,000.00. Consent Agreement Fiserve Securities, Inc. In the Matter of Fiserve Securities, Inc. 04/21/2005 Securities and Exchange Commission On April 21, 2005, Fiserve Securities, Inc. (FSI), without admitting or denying the findings, consented to the entry of a Securities and Exchange Commission (SEC) order finding that it failed reasonably to supervise two employees in its New York City office and a senior vice president in its Philadelphia office. The SEC found that the two employees engaged in a market timing scheme on behalf of two FSI hedge fund customers. The SEC also found that the senior vice president engaged in a late trading and market timing scheme in his own account. The Firm agreed to a censure under Section 15(B)(4)(E), a cease and desist under Section 21C from violating Section 17(A) of the Exchange Act and 17A-4, there under, and a fine of $1,000.000. National Financial Services Corporation In the Matter of National Financial Services Corporation 06/17/1991 NYSE National Financial Services Corporation, a member organization, violated SEC Regulation 240.15C3-3(B) and (D) in that it did not promptly obtain and thereafter maintain the physical possession or control of all fully paid securities and excess margin securities carried by it for the accounts of customer; SEC Regulation 240.15C3-3(E)(1) in that it failed on one or more occasions to maintain its reserve bank account at the level required by such regulation; SEC Regulation 240.15C3-3(E)(3) in that it inaccurately computed the amount required to be on deposit in its reserve bank account; SEC Regulation 240.17A-3(5) and Exchange Rule 440 in that it failed to make and keep current its books and records, and SEC Regulation 240.15C3-3(E)(1) in that it failed to ensure proper segregation of securities purchased for and intended to be deposited in its reserve bank account. Consent to censure and fine of $25,000. Fidelity Management and Research Company (FMR Co.) and FMR Co., Inc Fidelity Management and Research Company (FMR Co.) and FMR Co., Inc 03/05/2008 Securities and Exchange Commission On March 5, 2008, the SEC entered a settlement order which contained the following findings, which FMR Co. and FMR Co., Inc. neither admitted nor denied: (1) Fidelity failed to reasonably supervise its employees receipt of travel, entertainment and gifts from brokers; (2) Fidelity failed to seek best execution for its clients securities transactions; (3) Fidelity failed to disclose the material conflict of interest arising from the receipt by certain employees of travel, entertainment and gifts from brokers; (4) Fidelity made materially false and misleading statements and omissions about its selection of brokers; and (5) Fidelity failed to keep certain communications with brokers concerning the placing or execution of orders to purchase or sell securities. Agreed to (1) cease and desist from certain conduct; (2) a censure; (3) payment of an $8,000,000 fine to the United States Treasury; and (4) compliance with various undertakings relating to the engagement of an independent compliance consultant N N N Y Fidelity Brokerage Services, Inc. In the Matter of Fidelity Brokerage Services, Inc. 01/01/1990 State of Vermont In January, 1990, Applicants affiliate, Fidelity Brokerage Services, Inc., 161 Devonshire Street, Boston, MA 02110, entered into a Consent Order with the state of Vermont concerning agent registration deficiencies and paid $5,000.00 for costs of investigation. Consent Order Fidelity Distributors, Corporation In the Matter of Fidelity Distributors, Corporation 02/25/1994 Arizona Corporation Commission On February 25, 1994, Applicants affiliate, Fidelity Distributors, Corporation, 82 Devonshire Street, Boston, MA 02109, entered into a Consent Order with the Arizona Corporation Commission arising out of sales of unregistered shares of certain Fidelity funds to sixteen Arizona investors in violation of A.R.S. section 44-1841. Under the terms of the Order, Fidelity Distributors, Corporation consented to cease and desist from further violations of A.R.S. sections 44-1841, to pay an administrative penalty of $25,000.00 and to offer rescission to those Arizona residents who had purchased unregistered shares. Consent Order FMR Corp. In the Matter of FMR Corp. 05/02/1994 Securities Division of the Commonwealth of Massachusetts On May 2, 1994, Applicants affiliate, FMR Corp., 82 Devonshire Street, Boston, MA 02109 entered into a Consent Order with the Securities Division of the Commonwealth of Massachusetts. The Consent Order related to the failure by FMR Corp., on behalf of certain Fidelity Funds, to satisfy in a timely manner the annual reporting requirement set forth in the Divisions regulations under Massachusetts securities laws. Under the terms of the Consent Order, FMR Corp. was assessed an administrative penalty of $10,000.00. Consent Order Fidelity Distributors Corporation In the Matter of Fidelity Distributors Corporation 08/02/1990 Illinois Securities Department Fidelity Distributors Corporation (FIDELITY) entered into a consent order of prohibition with the Illinois Securities Department (The DEPARTMENT), whereby, fidelity neither admitted nor denied certain findings of fact or conclusions of law made by the Department in that Fidelity failed to: 1) timely establish an account for a customer of one of its funds; 2) properly account for customers funds for over a 90-day period; and 3) issue reasonable communication or notice to customer to minimize customers losses. All, in violation of Sections 8.E(1)(B) of the Illinois Securities Law of 1953, ILL.REV. STAT., as amended, Ch 121 1/2, SEC.137.1.ET.SEQ. (The ACT). The consent order prohibits Fidelity to engage in the offering and selling of any securities in Illinois unless in compliance with the Act and the Rules and Regulations then in effect Consent Order FMR Corp In the Matter of FMR Corp 02/14/1995 Securities Division of the Commonwealth of Massachusetts On February 14, 1995, applicants parent, FMR Corp., 82 Devonshire Street, Boston, MA 02109, entered into a consent order with the Securities Division of the Commonwealth of Massachusetts. The Consent order related to failure by FMR Corp., related to the offer of shares of Fidelity European Capital Appreciation Fund to residents of Massachusetts prior to the Funds shares being registered for sale in Massachusetts under the terms of the consent order, FMR Corp. was assesed an administrative penalty of $3,000. Consent Order Fidelity Brokerage Services, UK In the Matter of Fidelity Brokerage Services, UK 05/01/1997 Securities and Futures Authority Limited, United Kingdom As the result of the conversion to a new computer system, the control affiliate (Fidelity Brokerage Services, UK) encountered operational difficulties in the recordkeeping and reporting of customer accounts. These difficulties prompted the affiliate to enter into undertakings with the Securities and Futures Authority Limited, United Kingdom (SFA) to not take on new retail business for a period of six months. The SFA concluded that as a result of the operational difficulties, the affiliate violated SIB Principles 2 and 9. The affiliate was assessed 200,000 pounds (sterling) in fines and 162,500 pounds (sterling) in investigation costs. Pyramis Global Advisors Trust Company In the matter of Pyramis Global Advisors Trust Company 08/06/2009 Federal Deposit Insurance Corporation The FDIC has reason to believe that the bank violated Section 7 of the ACT, 12 U.S.C & 1817, and part 327 of the FDIC rules and regulations, 12 C.F.R. Part 327, by failing to ensure that authorized withdrawal limits on the bank's designated account as of June 30, 2009 were appropriately set to take into account the bank's increased deposit insurance assessment for the quarter ending March 31, 2009. Order was issued on Aug 6, 2009. The FDIC issued a civil money penalty of $1,564.08 against PGATC. PGATC will pay the civil money penalty in the form of an ACH debit to the account specified by PGATC for the next quarterly assessment, due Sept. 30, 2009. Fidelity Management Trust Company In the matter of Fidelity Management Trust Company 08/06/2009 Federal Deposit Insurance Corporation The FDIC has reason to believe that the bank violated Section 7 of the ACT, 12 U.S.C & 1817, and part 327 of the FDIC rules and regulations, 12 C.F.R. Part 327, by failing to ensure that authorized withdrawal limits on the bank's designated account as of June 30, 2009 were appropriately set to take into account the bank's increased deposit insurance assessment for the quarter ending March 31, 2009. Order was issued on Aug 6, 2009. The FDIC issued a civil money penalty of $1,323.44 against FMTC. FMTC will pay the civil money penalty in the form of an ACH debit to the account specified by FMTC for the next quarterly assessment, due Sept. 30, 2009. Fidelity Brokerage Services LLC In the matter of Fidelity Brokerage Services LLC 10/14/2011 State of Indiana The state of Indiana alleged that FBS violated Indiana securities laws by unintentionally violating a court order restricting withdrawals from a guardianship account held by the firm. Without admitting or denying the finding, FBS was censured and has agreed to pay the State of Indiana a $7,500.00 fine in connection with the unintentional violation of a civil court order. N N N N N Y National Financial Services Corporation In the Matter of National Financial Services Corporation 09/27/1991 New York Stock Exchange On September 27, 1991, Applicants affiliate, National Financial Services Corporation, 161 Devonshire Street, Boston, MA 02110, was fined $1,000.00 by the by the New York Stock Exchange for a violation of NYSE Rule 412. The violation related to a High Percentage (2%) of ACAT purged accounts for two consecutive months (June, July 1991) within a six month period. Fine National Financial Services Corporation In the Matter of National Financial Services Corporation 03/01/1991 New York Stock Exchange In 1990, the New York Stock Exchange initiated disciplinary proceedings against the applicants affiliate, National Financial Services Corporation (NFSC), 161 Devonshire Street, Boston, MA 02110, alleging that in 1986 and 1987 NFSC committed certain violations of SEC Rules 15(c)3-3 and 17(a)-3 relating to reserves and possession/control requirements. In March, 1991, without admitting or denying guilt, NFSC consented to a censure and fine of $25,000.00. Consent Agreement The Crosby Corporation In the Matter of The Crosby Corporation 03/15/1973 National Association of Securities Dealers, Inc. The Crosby Corporation (Crosby), an affiliate of predecessor of applicant, voluntarily submitted a Letter of Admission, Waiver and Consent to the National Association of Securities Dealers, Inc., (NASD) on March 15, 1973 relating to Crosbys dissemination of a sales brochure which contained references to uses of The Partial Withdrawal and Reinstatement Privileges which were found to be in conflict with an NASD interpretation. Crosby was found to have violated Article III, Section I of the NASD Rules of Fair Practice and was assessed a fine of $5,000.00 which it paid on March 30, 1973. The Crosby Corporation (Crosby), an affiliate of predecessor of applicant, voluntarily submitted a Letter of Admission, Waiver and Consent. Fidelity Distributors Corporation and Arthur S. Loring In the Matter of Fidelity Distributors Corporation and Arthur S. Loring 04/28/1988 National Association of Securities Dealers, Inc. The Applicants affiliate, Fidelity Distributors Corporation (FDC), 82 Devonshire Street, Boston, MA 02109, and Arthur S. Loring, CRD # 312799, on April 28, 1988, voluntarily submitted a letter of Admission, Waiver and Consent to the NASD relating to the timeliness of Applicants response to NASD advertising and sales literature comments during the period November, 1985 to February, 1987, and its failure in connection with one item of sales literature to file it on a timely basis. Due to unprecedented growth in FDCs activity during this period and its inability to find experienced personnel to replace departing employees promptly in this area, FDC was unable to do so. During late 1986 and early 1987, new, senior personnel were added and procedures strengthened, with the result that the timeliness issue has been corrected since early 1987. Without admitting or denying any violative conduct, FDC, accepted and consented to findings by the NASD of violation of Article III, Sections I and 35(c)(1) of the NASDs Rules of Fair Practice. It consented to a censure and fine in the amount of $50,000.00. It also agreed for a period of 90 days to submit all written advertisements or sales literature subsequently filed with the NASD for pre-clearance by special counsel retained for this purpose. Such penalties were accepted by the NASD. Fidelity Distributors Corporation and Arthur S. Loring voluntarily submitted a letter of Admission, Waiver and Consent. National Financial Services Corporation In the Matter of National Financial Services Corporation 03/29/1999 National Association of Securities Dealers, Inc. On March 29, 1999, National Financial Services Corporation (NFSC) entered into a Letter of Acceptance, Waiver and Consent with the National Association of Securities Dealers, Inc. in which NFSC, without admitting or denying allegations of rule violations, consented to the entry of findings relating to NFSCs submission of short interest positions on behalf of another member firm and failure to report short positions in ten securities for that firm in July 1997. The Letter provided for a censure and a fine in the amount of $4,000. Complaint # CMS990036AWC. Letter of Acceptance, Waiver and Consent National Financial Services Corporation In the Matter of National Financial Services Corporation 04/14/1988 New York Stock Exchange Applicants affiliate, National Financial Services Corporation, 161 Devonshire Street, Boston, MA 02110 was fined $1,000 by the New York Stock Exchange on April 14, 1988, for a violation of NYSE Rule 132.30 in that it failed to submit audit trail data for transactions effected on the floor of the Exchange. Fine National Financial Services Corporation In the Matter of National Financial Services Corporation 02/18/1987 New York Stock Exchange, Inc. National Financial Services Corporation (NFSC) was fined $1,000.00 by the New York Stock Exchange, Inc. on February 18, 1987 for a violation of Rule 132.30 in that NFSC failed to submit Audit Trail Data for transactions effected on the floor of the Exchange. Fine National Financial Services Corporation In the Matter of National Financial Services Corporation 05/25/1999 National Association of Securities Dealers, Inc. On May 25, 1999, the National Association of Securities Dealers, Inc. accepted a Letter of Acceptance, Waiver and Consent in which National Financial Services Corporation (NFSC) without admitting or denying allegations of rule violations, consented to the entry of the following findings: (i) NFSC failed to immediately display 10 customer limit orders in NFSCs public quote where each such order was a price better than NFSCs public quote or at a price equal to NFSCs public quote when such quote was priced equal to the national best bid or offer in such a security and that order represented more than a de minimis change in relation to the size associated with NFSCs bid or offer, (ii)NFSC failed to use reasonable diligence to ascertain the best inter-dealer market for such a security, with respect to 3 orders, and buy and sell in such market so that the resultant price to each customer was as favorable as possible under prevailing market conditions, (iii) NFSC entered 31 priced orders on trade dates August 4 through August 8, 1997, into Select Net Broadcast that were each priced better than the Firms public quote without reflecting each such order in the Firms public quote. The AWC required the payment of a $5,500 fine. AWC # CMS990051. Letter of Acceptance, Waiver and Consent National Financial Service, LLC In the Matter of National Financial Service, LLC 12/21/2006 NYSE National Financial Service, LLC (NFS) consented to a fine of $125,000 in connection with the NYSEs allegations that NFS (A) violated Exchange Act Rules 15c3-3(B) and 15c3-3(D) by failing to promptly obtain and thereafter maintain the physical possession or control of certain fully-paid and excess margin securities that it carried for its customers accounts; (B) violated Exchange Act Rule 17A-4 and NYSE Rule 440 by failing to preserve certain electronic communications relating to its business in a non-rewritable, non-erasable format; and (C) violated NYSE Rule 345 by failing to provide for, establish and maintain appropriate procedures of supervision and control with respect to the possession or control of fully-paid and excess margin securities carried for its customers accounts, the retention and review of electronic communications, and the monitoring of employee accounts held away from NFS. Fine paid to NYSE Regulation on December 21, 2006 in the amount of $125,000. Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 07/08/2004 NYSE The NYSE alleged that between January 2001 and July 2002, in connection with the annual branch inspection process and the creation and maintenance of its records, the Firm (Fidelity Brokerage Services LLC) violated NYSE Rule 440 and Section 17(A) of the Exchange Act, and Rule 17A-4, thereunder, by failing to preserve certain books and records and failing to preserve other books and records accurately. The NYSE also alleged that the Firm violated NYSE Rule 342 in that it failed reasonably to provide for appropriate supervisory control to comply with the above Federal Securities Laws and NYSE Rules, including a separate system of follow-up and review. On July 8, 2004, the Firm made an offer of settlement to the NYSE and the Exchange hearing panel accepted the offer on July 8, 2004. The Firm consented to the entry of an order finding that it had violated Section 17(A) of the Exchange Act and 17A-4(B)(4) thereunder and had failed reasonably to supervise its employees. The firm agreed to a censure and a total find of $2,000,000, with $1,000,000 to the NYSE and $1,000,000 to the U.S. Treasury in a related SEC proceeding. National Financial Services, LLC In the Matter of National Financial Services, LLC 05/03/2002 NASD Regulation, Inc. On May 3, 2002, National Financial Services, LLC (NFS) entered into a Letter of Acceptance, Waiver and Consent with NASD Regulation, Inc. (NASD), in which NFS accepted, without admitting or denying the allegations, findings that NFS transmitted to the NASD order audit trail system (OATS) order reports, which were erroneous in certain respects and that NFSs written supervisory procedures did not provide sufficient measures to detect and avoid said errors. NFS agreed to a censure and a fine of $70,000. Letter of Acceptance, Waiver and Consent National Financial Service LLC In the Matter of National Financial Service LLC 04/22/2003 NASD On April 22, 2003, the NASD accepted a Letter of Acceptance, Waiver and Consent. It was alleged that NFS caused a locked/crossed market condition prior to the market opening by entering a bid that locked/crossed another market makers quotations without immediately thereafter, sending through Selectnet to the market maker(s) whose quotes it locked or crossed a trade-or-move message that was at the receiving market makers quoted price and whose aggregate size was at least 5,000 shares. Letter of Acceptance, Waiver and Consent. National Financial Services, LLC In the Matter of National Financial Services, LLC 06/13/1997 NASD On June 13, 1997, the NASD accepted a Letter of Acceptance, Waiver and Consent in which National Financial Services, LLC, without admitting or denying allegations of rule violations, consented to the entry of findings relating to the failure to ascertain the best inter-dealer market for a security with respect to the order. The AWC required payment of $1,000 to the NASD. MS970004(A)AWC. National Financial Services, LLC In the Matter of National Financial Services, LLC 07/11/1997 NASD On July 11, 1997, the NASD accepted a Letter of Acceptance, Waiver and consent in which National Financial Services, LLC, without admitting or denying allegations of rule violations, consented to the entry of findings relating to the cancellation and re-execution of orders by an unaffiliated market maker The AWC required the payment of $2,500 to the NASD. CMS970003(A)AWC. National Financial Services LLC In the Matter of National Financial Services LLC 04/22/2003 NASD On April 22, 2003 the NASD accepted a Letter of Acceptance Waiver and Consent from National Financial Services LLC. The following items were alleged: failure to correctly report trades with .PRP Modifer; failure to display immediately, the customer limit orders in NASDQ Securities in its public quotation in circumstances, when each such order was at a price that would have improved the member firms bid or offer and the national best bid or offer in such security, and the size of the order represented more than a deminimis change in relation to the size associated with its bid or offer in each security; failure to report to ACT the correct symbol indicating whether member executed transactions in eligible securities in a principal or agency capacity; failure to report to ACT the correct designation indicating whether member firm executed transactions in eligible securities as riskless principal transactions. The NASD accepted a Letter of Acceptance Waiver and Consent from National Financial Services LLC. National Financial Services, LLC (formerly National Financial Services Corporation) In the Matter of National Financial Services, LLC (formerly National Financial S 02/11/2000 National Association of Security Dealers, Inc. On 2/11/00, National Financial Services, LLC (formerly National Financial Services Corporation), entered into a Letter of Acceptance, Waiver and Consent with the National Association of Security Dealers, Inc. in which the applicant, without admitting or denying allegations of the rule violations consented to the entry offending relations to failing to display immediately 6 customer limit orders in NASDAQ securities in its public quotation, when each such order was at a price that would have improved its bid or offer in each such security; or when the full size of each such order was priced equal to its bid or offer and the National Best Bid or Offer for each such security, and represented more than a de minimus charge in relation to the size associated with its bid or offer in each such security. National Financial Services, LLC (formerly National Financial Services Corporation), entered into a Letter of Acceptance, Waiver and Consent with the National Association of Security Dealers, Inc. The AWC required a payment of $5,000 fine. National Financial Services, LLC In the Matter of National Financial Services, LLC 07/26/2000 National Association of Securities Dealers, Inc. On July 26, 2000, National Financial Services, LLC entered into a letter of Acceptance, Waiver and Consent with the National Association of Securities Dealers, Inc in which National Financial Services, LLC, without admitting or denying allegations of rule violations, consented to the entry of findings relating to failure to report FIPS 23 transactions in FIPS securities within 5 minutes after execution. The AWC required a payment of a $5,000 fine. AWC NO MRD199918581 Fidelity Brokerage Services, LLC In the Matter of Fidelity Brokerage Services, LLC 03/12/2002 NASD Fidelity Brokerage Services, LLC, (FBS) entered into a Letter of Acceptance, waiver and consent with the NASD in which FBS, without admitting or denying allegations, consented to the entry of findings that, over a 15-month period, FBS entered into 12 settlement agreements that failed to inform the customers that the confidentiality clauses contained in the agreements did not restrict their ability to communicate with self-regulatory organizations about the settlement Letter of Acceptance, waiver and consent. The AWC required a payment of a $5,000 fine. National Financial Services LLC and three affiliated broker-dealers In the Matter of National Financial Services LLC and three affiliated broker-dea 02/05/2007 NASD National Financial Services LLC and three affiliated broker-dealers (Fidelity Brokerage Services LLC, Fidelity Investment Institutional Services Company, Inc., and Fidelity Distributors Corporation) consented to a censure, a $3.75 million fine for which they are jointly and severally liable, and to various undertakings in connection with the NASDs allegations that the firms (A) violated Exchange Act Rule 17A-4 and NASD Rule 3110 by failing to retain electronic communications in the format and for the length of time required by those rules; (B) violated NASD Rule 1031 by allowing employees who were neither required nor permitted to be registered to retain their registrations; (C) violated NASD Rule 3010 by failing to assign a registered supervisor to numerous registered persons; (D) failed to supervise the registration of employees and the process for retaining electronic communications; and (E) that with respect to affiliate Fidelity Distributors Corporation it failed to supervise its registered persons who accepted gifts and entertainment in violation of the firms policies. On February 5, 2007, the NASD entered an AWC in which National Financial Services LLC and three affiliated broker-dealers consented to a censure, a $3.75 million fine, for which they are jointly and severally liable and to various undertakings. Fidelity Distributors Corp and Fidelity Investments Institutional Services Company In the matter of Fidelity Distributors Corp & Fidelity Investments Inst 05/08/2007 NASD The registrant and an affiliated broker-dealer consented to a censure, a $400,000 fine for which they are jointly and severally liable, and to various undertakings, in connection with the NASDs allegations that (1) the firms violated NASD advertising rules by preparing and distributing misleading sales literature relating to Fidelitys Destiny I and II Systematic Investment Plans and (20 Fidelity did not adequately supervise the review of this sales literature in light of the unusual features of the Destiny products. Firm & affiliate censured, fined $400,000 and undertakings re alleged violations of advertising rules and alleged failure to supervise ad review process. National Financial Services LLC. In the matter of National Financial Services LLC. 05/18/2009 FINRA NASD Rules 2110, 2320, 6955(A) - NFS consented to a censure and a fine of $40,000 in connection with FINRAs allegations that NFS in transactions for or with a customer failed to use reasonable diligence to ascertain the best inter-dealer market and failed to buy or sell in such market so that the resultant price to its customers was as favorable as possible under prevailing market conditions. The firm transmitted to the order audit trail system (OATS) reports that contained inaccurate incomplete or improperly formatted data. The firm transmitted route or combined order/route reports to OATS indicating the firm was the destination member firm and that the OATS system was unable to link to a corresponding new order transmitted by the firm due to inaccurate incomplete or improperly formatted data. Without admitting or denying the findings the firm consented to the described sanctions and to the entry of findings; therefore the firm is censured and fined $40,000. Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 06/10/2009 FINRA NASD Rules 2110, 2440, IM-2440- FBS consented to a censure and a fine of $10,000 in connection with FINRA's allegations that FBS, in eight transactions, sold corporate bonds to customers, over a 3 month period, at prices that were not fair and reasonable, taking into consideration all relevant circumstances, including market conditions with respect to each bond at the time of transactions, the expense involved and that the firm was entitled to a profit. Without admitting or denying the findings, the firm consented to the described sanctions and to the entry of findings; therefore, the firm is censured and fined $10,000. National Financial Services LLC In the Matter of National Financial Services LLC 10/05/2009 NYSE Pending stipulation of facts and consent to penalty. For the sole purpose of settling this disciplinary proceeding, without adjudication of any issues of law or fact, and without admitting or denying any allegations of findings referred to herein, NFS consented to a censure and fine in connection with NYSE's allegations that during the period of August 21, 2006 through November 6, 2008, NFS (1) violated NYSE Rule 123C on eight trade dates by failing to comply with the requirements governing the entry and cancellation of MOC orders and (2) violated NYSE Rule 342 by failing to reasonably supervise and implement adequate controls, including a reasonable system to follow up and review, designed to achieve compliance with NYSE Rule 123C. Settled. Without admitting or denying the finding, the firm consented to the described sanctions and to the entry of findings. Therefore the firm is censured and fined $75,000. National Financial Services LLC (NFS) In the Matter of National Financial Services LLC 02/16/2010 FINRA NFS accepted short sale orders from its clients and subsequently released them for execution through its direct market access ("DMA") platforms without having borrowed the securities or entered into bona-fide arrangements to borrow the securities, or having reasonable grounds to believe that the securities could be borrowed for delivery when due, and without the proper documented compliance of such; failed to maintain accurate books and records in that locate request records for approximately 100,000 locates were inaccurately maintained because of a programming error; and failed to implement procedures and systems reasonably designed to ensure compliance with the relevant sections of Reg SHO, the Rules of the NASD and FINRA. NFS paid a fine of $350,000.00 National Financial Services LLC (NFS) In the Matter of National Financial Services LLC 09/24/2010 FINRA NFS failed to report the correct symbol indicating whether transactions were buy, sell, sell short, or cross for transactions in reportable securities. The firm transmitted trade reports for odd-lot trades and failed to report the transactions with the required odd lot modifier of .RO to the NASD/NASDAQ trade reporting facility and OTC reporting facility. Letter of Acceptance, Waiver, and Consent. NFS was censured and paid a fine of $15,000. National Financial Services LLC (NFS) In the Matter of National Financial Services LLC 11/12/2010 NASDAQ Options Market The firm submitted and FINRA, on behalf of NASDAQ, accepted a settlement in the form of an Acceptance, Waiver and Consent (AWC), in which the firm neither admitted nor denied the findings. The AWC alleged that during the period March 31, 2008 through June 30, 2008, on five occasions, the firm failed to include on the appropriate report a bearish options position that had exceeded the applicable reporting threshold, in violation of Chapter III, Section 10 of the NASDAQ Options Market rules. FINRA, on behalf of NASDAQ, accepted the AWC on November 12, 2010. Pursuant to the AWC, the firm consented to a censure and a fine of $15,000. The firm submitted and NASDAQ accepted a settlement in the form of an Acceptance, Waiver and Consent in which the firm neither admitted nor denied the findings. The firm was censured and fined $15,000. Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 11/09/2010 FINRA Without admitting or denying the findings, FBS has agreed to pay a $35,000 fine in connection with FINRA's allegations that FBS violated MSRB Rule G-17 by (a) failing to determine, in all municipal securities transactions during the review period, whether the underlying credit rating of the issuer of an insured municipal security constituted material information that was required to be disclosed at or before the time of purchase; and (b) failing to disclose to customers the underlying credit rating of insured municipal bonds at or prior to the time of purchase in connection with certain municipal securities transactions. The firm submitted and FINRA accepted a settlement in the form of an Acceptance, Waiver and Consent in which the firm neither admitted nor denied the findings. The firm was censured and fined $35,000. Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 07/08/2011 FINRA Without admitting or denying the findings, FBS was censured and has agreed to pay a $375,000 fine in connection with FINRA's allegations that FBS violated NASD rules 2210, 2211, 3010 and 2110 and MSRB Rules G-21, G-27 and G-17 (a) by using advertising and marketing materials for Auction Rate Securities ("ARS") that were not fair and balanced and did not provide a sound basis for evaluating the facts in regard to purchases of ARS because such materials did not contain adequate disclosure of the risks of ARS; and (b) by failing to establish and maintain a supervisory system, including written supervisory procedures, that was reasonably designed to achieve compliance with NASD and MSRB Rules relating to the marketing and sale of ARS. Fidelity also (a) offered to repurchase at par illiquid auction rate securities from certain retail customers who purchased auction rate securities via Fidelity's website between February 13, 2008, and March 4, 2008 and (b) agreed to use FINRA's special arbitration procedures to arbitrate claims for consequential damages filed by eligible retail investors who purchased auction rate securities from Fidelity between May 31, 2006, and February 28, 2008. The firm submitted and FINRA accepted a settlement in the form of Acceptance, Waiver & Consent in which the firm neither admitted nor denied the findings. The firm was censured and fined $375,000. National Financial Services LLC In the Matter of National Financial Services LLC 07/25/2011 FINRA The firm submitted and FINRA accepted a settlement in the form of an Acceptance, Waiver and Consent ("AWC"), in which the firm neither admitted nor denied the findings. The AWC alleges that NFS, in violation of SEC Rule 10b-10 and NASD Conduct Rules 2230, and 2110 and FINRA Rule 2010, issued confirmations to customers for UIT transactions that reported an inaccurate sales load percentage during the period February 2007 through November 2009, and misstated the valuation methods used for the prices of nine alternative investment securities on customer account statements during the period April 2006 through August 2010. The firm submitted and FINRA accepted a settlement in the form of an Acceptance, Waiver, and Consent ("AWC"), in which the firm neither admitted or denied the findings. The firm was censured, fined $200,000, and other certain undertakings were ordered. Fidelity Brokerage Services LLC and Fidelity Investments Institutional Services Company, Inc. In the Matter of FBS and FIISC 07/12/2012 FINRA As indicated in the letter of acceptance, waiver and consent No. 2008013791601, FINRA found that during the period December 1, 2006 thru December 31, 2008 FBS and FIISC (1) violated NASD Rules 2210 and 2110 and FINRA Rule 2010, and that FIISC violated NASD Rule 2211, by distributing certain sales materials that were unbalanced and misleading, contained unwarranted statements and failed to provide a sound basis by which to evaluate the risks of the Fidelity Ultra Short Bond Fund ("Fund"), and (2) failed to establish, maintain and enforce adequate supervisory systems, including systems of follow-up and review which were reasonably designed to achieve compliance with NASD and FINRA Rules; as a result, certain sales materials failed to provide an accurate and balanced presentation concerning the nature, holdings and risks of an investment in the Fund. FBS and FIISC thereby violated NASD Rules 3010(A) and (B), 2110 and 2211(B)(1)(B) and FINRA Rule 2010. FBS and FIISC submitted and FINRA accepted a settlement in the form of an AWC, in which the firms neither admitted nor denied the findings. FBS and FIISC were censured and jointly and severally fined $375,000. National Financial Services LLC In the Matter of National Financial Services LLC 11/21/2012 FINRA THE FIRM SUBMITTED AND FINRA, ON BEHALF OF NASDAQ OMX BX, INC., ACCEPTED A SETTLEMENT INTHE FORM OF AN ACCEPTANCE, WAIVER AND CONSENT ("AWC"), IN WHICH THE FIRM NEITHERADMITTED OR DENIED THE FINDINGS. THE AWC ALLEGED THAT, FOR 41 TRADING DAYS, NFS FAILED TOIDENTIFY TWO CUSTOMERS ACTING "IN CONCERT" WHO EXCEEDED POSITION POSITION LIMITS ON THEBULLISH AND BEARISH SIDE OF THE MARKET IN SPDR S&P 500 ETF; THAT NFS FAILED TO AGGREGATEPROPERLY THREE CUSTOMER ACCOUNTS UNDER COMMON CONTROL THAT SHOULD HAVE BEENREPORTED AS ACTING "IN CONCERT" FOR PURPOSES OF REPORTING LARGE OPTIONS POSITIONS; ANDTHAT NFS ERRONEOUSLY REPORTED "CUSTOMER" POSITIONS AS "FIRM" POSITIONS IN THE "ACCOUNTTYPE" FIELD WHEN SUBMITTING LARGE OPTION POSITION REPORTS TO THE OCC FROM JANUARY 19,2010 TO AUGUST 6, 2010, EVEN THOUGH NFS DID INCLUDE NECESSARY CUSTOMER INFORMATION IN THE OTHER REPORT FIELDS. THE AWC ALSO ALLEGED THAT NFS FAILED TO MAINTAIN AN ADEQUATE SUPERVISORY SYSTEM RELATING TO DESIGNATING ACCOUNTS AS ACTING IN CONCERT. PURSUANT TOTHE SETTLEMENT, NFS IS CENSURED AND FINED $65,000 WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $65,000. Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 11/06/2012 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, FBS HAS AGREED TO PAY A $65,000 FINE IN CONNECTION WITH FINRA'S ALLEGATIONS THAT FBS VIOLATED MSRB RULE G-17 AND G-30(A) IN 17 MUNICIPAL SECURITIES TRANSACTIONS BY PROVIDING A PRICE THAT WAS NOT FAIR AND REASONABLE, TAKING INTO CONSIDERATION ALL RELEVANT FACTORS, INCLUDING THE BEST JUDGMENT OF THE BROKER, DEALER OR MUNICIPAL SECURITIES DEALER AS TO THE FAIR MARKET VALUE OF THE SECURITIES AT THE TIME OF THE TRANSACTION AND OF ANY SECURITIES EXCHANGED OR TRADED IN CONNECTION WITH THE TRANSACTION, THE EXPENSE INVOLVED IN EFFECTING THE TRANSACTION, THE FACT THAT THE BROKER, DEALER, OR MUNICIPAL SECURITIES DEALER IS ENTITLED TO A PROFIT, AND THE TOTAL DOLLAR AMOUNT OF THE TRANSACTION. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $65,000 FOR MSRB RULES VIOLATIONS. National Financial Services LLC In the Matter of National Financial Services LLC 06/24/2013 FINRA AT VARIOUS TIMES BETWEEN MID-FEBRUARY AND JUNE 2009, IN VIOLATION OF NASD RULE 3010 AND FINRA RULE 2010, NATIONAL FINANCIAL SERVICES, LLC ("NFS" OR THE "FIRM") FAILED TO ESTABLISH, ENFORCE AND UPDATES ITS WRITTEN SUPERVISORY PROCEDURES IN CONNECTION WITH MARKING ITS FIXED INCOME INVENTORY DAILY AND ACCURATE MARKING TO MARKET FIXED INCOME SECURITIES HELD IN INVENTORY. AMONG OTHER THINGS, FROM MID-FEBRUARY 2009 UNTIL MAY 2009, THE FIRM FAILED TO MONITOR FIXED INCOME TRADERS' MARKS FOR POTENTIAL MISMARKING BY COMPARING TRADERS' MARKS AGAINST THIRD PARTY VENDOR MARKS AS REQUIRED BY THE WSPS. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE IT IS CENSURED AND FINED $250,000. National Financial Services LLC In the Matter of National Financial Services LLC 11/01/2013 FINRA NFS SUBMITTED, AND FINRA ACCEPTED, A SETTLEMENT IN THE FORM OF AN ACCEPTANCE, WAIVER AND CONSENT ("AWC") IN WHICH THE FIRM NEITHER ADMITTED OR DENIED THE FINDINGS. THE AWC ALLEGED THAT DURING THE 3RD QUARTER 2012 NFS FAILED TO TIMELY REPORT TRADES IN TRACE-ELIGIBLE SECURITIZED PRODUCTS WITHIN THE TIME REQUIRED IN VIOLATION OF FINRA RULES 6730(A) AND 2010. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS; THEREFORE, THE FIRM IS CENSURED AND FINED $7,500 WHICH WAS PAID ON 11/19/2013 National Financial Services LLC In the Matter of National Financial Services LLC 11/13/2013 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED$60,000. FINRA ACKNOWLEDGES THAT THE FIRM SELF-REPORTED THE ISSUES DESCRIBED HEREINAND UNDERTOOK AN INTERNAL REVIEW OF ITS SUPERVISORY POLICIES, PROCEDURES, ANDSYSTEMS RELATING TO THESE ISSUES. THE SANCTIONS BELOW REFLECT THE CREDIT THAT THEFIRM HAS BEEN GIVEN FOR SELF-REPORTING THESE ISSUES AND PROVIDING INFORMATIONOBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATION TO FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED$60,000 Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 11/13/2013 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED$60,000. FINRA ACKNOWLEDGES THAT THE FIRM SELF-REPORTED THE ISSUES DESCRIBED HEREINAND UNDERTOOK AN INTERNAL REVIEW OF ITS SUPERVISORY POLICIES, PROCEDURES, ANDSYSTEMS RELATING TO THESE ISSUES. THE SANCTIONS BELOW REFLECT THE CREDIT THAT THEFIRM HAS BEEN GIVEN FOR SELF-REPORTING THESE ISSUES AND PROVIDING INFORMATIONOBTAINED AS A RESULT OF ITS INTERNAL INVESTIGATION TO FINRA. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBEDSANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED$60,000 Fidelity Brokerage Services LLC In the Matter of Fidelity Brokerage Services LLC 11/26/2013 FINRA FINRA alleged that in seven transactions for or with a customer, FBS violated FINRA Rule 2010 and NASD Rule 2320 by failing to use reasonable diligence to ascertain the best inter-dealer market and by failing to provide a price to the customer that was as favorable as possible under prevailing market conditions. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE DESCRIBED SANCTIONS AND TO THE ENTRY OF FINDINGS, THEREFORE THE FIRM IS CENSURED AND FINED $60,000. NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 05/02/2014 FINRA DURING THE PERIOD JAN 1, 2009 THROUGH JULY 31, 2011 (TRADE REPORTING REVIEW PERIOD) AND ON TRADE DATES MAY 8 AND 9, 2012 (TMMS REVIEW PERIOD), NFS FAILED TO REPORT TO THE FINRA AND NASDAQ TRADE REPORTING FACILITY THE CORRECT SYMBOL INDICATING THE CAPACITY IN WHICH THE FIRM EXECUTED 93 TRANSACTIONS DURING THE TRADE REPORTING REVIEW PERIOD AND 2O TRANSACTIONS DURING THE TMMS REVIEW PERIOD IDENTIFIED FROM A SAMPLE OF TRANSACTIONS REVIEWED. THE FIRM REPORTED PRINCIPAL CAPACITY WHEN IT ACTED AS AGENT IN VIOLATION OF FINRA RULE 7230A. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, NFS ENTERED INTO A SETTLEMENT WITH FINRA IN THE FORM OF AN ACCEPTANCE, WAIVER AND CONSENT (AWC) AND AGREED TO THE FINDINGS AND TO THE IMPOSITION OF A CENSURE AND $55,000 FINE. NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 05/02/2014 NASDAQ THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT DURING THE PERIOD JANUARY 1, 2009 THROUGH JULY 31, 2011 IT ENTERED ORDERS INTO THE NASDAQ MARKET CENTER THAT FAILED TO INDICATE THE CORRECT CAPACITY IDENTIFIED FROM A SAMPLE OF TRANSACTIONS REVIEWED. FOR THESE ORDERS, THE FIRM REPORTED A PRINCIPAL CAPACITY WHEN IT ACTED AS AGENT. AS A RESULT, THE FIRM VIOLATED NASDAQ RULE 4611(A)(6). WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, NFS ENTERED INTO A SETTLEMENT WITH FINRA IN THE FORM OF AN ACCEPTANCE, WAIVER AND CONSENT (AWC) AND AGREED TO THE FINDINGS AND TO THE IMPOSITION OF A CENSURE AND $10,000 FINE. FIDELITY BROKERAGE SERVICES LLC In the Matter of FIDELITY BROKERAGE SERVICES LLC 01/16/2015 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT, AT VARIOUS TIMES FROM JANUARY 2006 TO SEPTEMBER 2013, EXCESS FEES WERE CHARGED TO 20,633 CUSTOMER ACCOUNTS, TOTALING APPROXIMATELY $2.4 MILLION. a. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS, THE FIRM IS CENSURED AND FINED $350,000. IN DETERMINING THE APPROPRIATE SANCTIONS, FINRA CONSIDERED THE FIRM'S INTERNAL REVIEW THROUGH WHICH IT SELF-IDENTIFIED THE VIOLATIONS ADDRESSED IN THIS AWC. NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 08/18/2015 FINRA WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTION AND TO THE ENTRY OF FINDINGS THAT IT INCORRECTLY DESIGNATED THE TAPE ELIGIBLE FLAG OF "R" FOR REPORTS TO THE FINRA/NASDAQ TRADE REPORTING FACILITY (TRF) AND REPORTED THE INCORRECT RELATED MARKET CENTER INDICATOR CODE IN REPORTS TO THE FINRA/NASDAQ TRF. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTION OF A FINE OF $5,000 NATIONAL FINANCIAL SERVICES LLC IN THE MATTER OF NATIONAL FINANCIAL SERVICES LLC 08/18/2015 NASDAQ WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTION AND TO THE ENTRY OF FINDINGS THAT IT ENTERED EIGHT ORDERS INTO NASDAQ THAT FAILED TO CORRECTLY INDICATE WHETHER THE ORDERS WERE A BUY, SHORT SALE, SHORT EXEMPT OR LONG SALE. SPECIFICALLY, THE ORDERS WERE ENTERED AS SHORT WHEN THEY WERE SHORT EXEMPT. THIS CONDUCT VIOLATED NASDAQ RULE 4755. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTION OF A FINE OF $5,000 NATIONAL FINANCIAL SERVICES LLC IN THE MATTER NATIONAL FINANCIAL SERVICES LLC 08/25/2015 EDGA EXCHANGE INC. WITHOUT ADMITTING OR DENYING THE FINDINGS, THE FIRM CONSENTED TO THE SANCTIONS AND TO THE ENTRY OF FINDINGS THAT IT ENTERED 56 ORDERS INTO EDGA THAT FAILED TO CORRECTLY INDICATE WHETHER THE ORDERS WERE A BUY, SHORT SALE, SHORT EXEMPT OR LONG SALE. SPECIFICALLY, THE ORDERS WERE ENTERED AS SHORT WHEN THEY WERE SHORT EXEMPT. THIS CONDUCT VIOLATED EDGA RULE 11.5. THE FIRM WAS CENSURED AND FINED $7,500. N N Y Fidelity Management & Research Company In the matter of Fidelity Management & Research Company 09/08/2009 Securities and Exchange Board of India A consent order issued on September 8, 2009 by the Securities and Exchange Board of India (SEBI) contained an allegation, which Fidelity Management & Research Company (FMR Co.) neither admitted nor denied that FMR Co. violated regulation 10(c) of SEBI's Foreign Institutional Investor (FII) regulations (1995) by not providing timely notification to SEBI of a change in the name of an FII sub-account on whose behalf FMR Co. makes investments in India securities. Order issued on September 8, 2009. Fine of 325,000 Rupees (approximately US $7,000) paid by FMR Co. to SEBI on August 6, 2009. FMR LLC In the matter of FMR LLC 02/24/2014 SWEDEN'S FINANSINSKEPTIONEN (THE "SFSA") ON FEBRUARY 24, 2014, FMR LLC, THE REGISTRANT'S ULTIMATE PARENT COMPANY, RECEIVED NOTICE FROM SWEDEN'S FINANSINSKEPTIONEN (THE "SFSA") THAT THE SFSA WAS ISSUING A FINE, EQUIVALENT TO APPROXIMATELY US$9,000, AGAINST FMR LLC BASED ON A FINDING THAT A NOTIFICATION OF A CHANGE IN SHAREHOLDINGS IN A SWEDISH CORPORATION, WHICH SHARES WERE HELD BY CLIENT ACCOUNTS MANAGED BY FMR LLC'S INVESTMENT ADVISORY SUBSIDIARIES, HAD BEEN MADE FOUR DAYS LATE. THE LATE NOTIFICATION WAS A RESULT OF INCORRECT DATA THAT HAD BEEN SUPPLIED TO FMR LLC'S FILING AGENT BY A THIRD-PARTY VENDOR. FMR LLC IS APPEALING THE SFSA'S DECISION FMR LLC SUBMITTED AN APPEAL TO THE ADMINISTRATIVE COURT ON MARCH 13, 2014 AND IS AWAITING FURTHER ACTION BY THE COURT FMR LLC IN THE MATTER OF FMR LLC 04/14/2014 LUXEMBOURG'S COMMISSION DE SURVEILLANCE DUE SECTEUR FINANCIER (THE CSSF) LUXEMBOURG'S COMMISSION DE SURVEILLANCE DUE SECTEUR FINANCIER (THE "CSSF") WAS ISSUING AN ADMINSTRATIVE FINE OF APPROXIMATELY US$5,000 AGAINST FMR LLC BASED ON THE FINDINGS THAT FMR LLC, FOR SHARES HELD BY CLIENT FUNDS AND ACCOUNTS MANAGED BY FMR LLC'S INVESTMENT ADVISORY SUBSIDIARIES, FAILED TIMELY TO COMPLY WITH DEADLINES FOR THE NOTIFICATION OF MAJOR SHARHOLDINGS IN A LUXEMBOURGE BASED COMPANY PROVIDED FOR BY ARTICLE 11(2) OF THE TRANSPARENCY LAW. ON APRIL 14, 2014, FMR LLC, THE REGISTRANT'S ULTIMATE PARENT COMPNAY, RECEIVED NOTICE FROM LUXEMBOURG'S COMMISSION DE SURVEILLANCE DUE SECTEUR FINANCIER (THE "CSSF") THAT THE CSSF WAS ISSUING AN ADMINISTRATIVE FINE OF APPROXIMATELY US$5000 AGAINST FMR LLC FMR LLC IN THE MATTER OF FMR LLC 04/21/2014 HELLENIC REPUBLIC CAPTIAL MARKET COMMISSION (THE "HCMC") FMR LLC, THE REGISTRANT'S ULTIMATE PARENT COMPANY, RECEIVED NOTICE FROM THE HELLENIC REPUBLIC CAPTIAL MARKET COMMISSION (THE "HCMC") THAT THE HCMC WAS ISSUING A FINE, EQUIVALENT TO APPROXIMATELY $6,300, AGAINST FMR LLC BASED ON A FINDING THAT, IN 2007, FMR LLC, FOR SHARES HELD BY CLIENT FUNDS AND ACCOUNTS MANAGED BY FMR LLC'S INVESTMENT ADVISORY SUBSIDIARIES, FAILED TO TIMELY DISCLOSE A LARGE SHAREHOLDING IN A GREEK LISTED ISSUER TO THE HCMC AND TO THE ISSUER, AS PROVIDED FOR BY CERTAIN ARTICLES OF LASW 3556/2007. ON APRIL 21, 2014,FMR LLC, THE REGISTRANT'S ULTIMATE PARENT COMPANY, RECEIVEDNOTICE FROM THE HELLENIC REPUBLIC CAPITAL MARKET COMMISSION (THE "HCMC") THAT THEHCMC WAS ISSUING A FINE, EQUIVALENT TO APPROXIMATELY $6,300. N N N Robert J. Biemer, Jr. 617-563-1492 Chief Compliance Officer Transfer Agent 04/16/2020