Impresa Management, a Delaware limited liability company with its principal office located in Boston, MA, was formed in 2012 and commenced business on March 1, 2014, the date its registration as an investment adviser with the SEC became effective. Impresa Management advises funds that were established, among other purposes, to benefit certain employees, officers, and directors of FMR LLC and its affiliates, and to enable such personnel to participate in a wide variety of investment opportunities. Abigail P. Johnson and Edward C. Johnson IV, as trustees of various trusts for the benefit of members of the Johnson family, are principal owners of Impresa Management. Impresa Management is (i) general partner or manager for certain limited partnerships and limited liability companies (“Investor Entities”), one of which is an employees’ securities company as defined under Section 2(a)(13) of the Investment Company Act of 1940 (“ESC”); and (ii) general partner or manager (either directly or indirectly through subsidiary entities) and/or investment adviser to certain collective investment entities in which the Investor Entities may invest and to funds or other special purpose vehicles that co-invest or hold investments alongside such collective investment vehicles (“Private Funds” and together with the “Investor Entities” will be referred to herein as the “Funds”). The ESCs are exempt from registration as investment companies under the Investment Company Act of 1940 pursuant to an exemptive order (“Exemptive Order”) issued by the Securities and Exchange Commission on August 6, 1996. All other Funds are exempt from registration under the Investment Company Act of 1940 and their securities are not registered under the Securities Act of 1933. The Investor Entities, either directly or through one or more Private Funds or third party funds, seek to invest in equity or debt securities across multiple industries and asset classes, including, among others: biotechnology, technology, telecommunications, therapeutics, energy and natural resources (including oil, gas and timber), agriculture, real estate, blockchain, investment grade fixed income and alternative investments, including collateralized loan obligations (“CLOs”) and quantitative strategies. Impresa Management determines, in its sole discretion, subject to restrictions set forth in the organizational documents and/or investment management agreement of each Fund, the investments or capital commitments made by the Investor Entities (including commitments to certain of the Private Funds or third party funds), and the investments or capital commitments made by each of the Private Funds. The Investor Entities may invest a significant portion of their assets in one or more of the aforementioned asset classes. Impresa Management may delegate investment discretion to one or more sub-advisers for the management of certain portfolios for the Funds. The Funds generally make investments in private companies, purchased and sold in privately negotiated transactions, and generally do not purchase publicly traded securities. From time-to-time, one or more Funds may invest in or hold publicly traded securities, which are typically acquired as the result of a private company’s initial public offering or through its acquisition by a public company. Furthermore, certain Funds invest all or a portion of their assets in money-market instruments, money- market mutual funds, and/or hold cash or cash equivalents in such amounts as Impresa Management deems appropriate. Impresa Management provides discretionary advisory services, including cash management, to certain affiliated entities and non-discretionary sub-advisory services to FIL Limited or one or more of its affiliates (“Other Clients” and, together with the Funds, “Clients”). Impresa Management’s non- discretionary sub-advisory services to FIL Limited or its affiliates are not provided on a continuous and regular basis. Impresa Management disclaims that it is a related person of FIL Limited. Impresa Management may use the name F-Prime Inc. (DBA F-Prime Capital Partners) as an additional name under which it conducts its investment advisory activities. Certain personnel of FMR LLC- affiliated entities who may use the name F-Prime Inc. (DBA F-Prime Capital Partners) engage in investment advisory activities conducted on behalf of, and through, Impresa Management. As of December 31, 2018, Impresa Management managed $9,113,010,000 of client assets on a discretionary basis. As of December 31, 2018, Impresa Management did not manage any non- discretionary client assets on a regular and continuous basis. please register to get more info

Subject to the operating agreements of, and/or investment management agreements with, each Investor Entity, Impresa Management is generally entitled to reimbursement out of the Investor Entities for all costs and expenses paid or incurred by it (or on its behalf) in the performance of its duties and not otherwise paid directly by the Investor Entities, including, without limitation (i) annual Investor Entities’ accounting costs in connection with the establishment of books and records of the Investor Entities; (ii) amounts paid to independent parties, such as legal, accounting, data processing, duplicating, and other such services; (iii) other reasonable out-of-pocket expenses reasonably incurred in connection with the business of the Investor Entities; (iv) rents or other costs of occupancy incurred by Impresa Management and properly attributable to the Investor Entities; and (v) all salary, withholding taxes, employee benefit costs and the like of employees, officers, directors or managers of Impresa Management (including, without limitation, seconded, leased or similar staff of Impresa Management), to the extent properly attributable to the Investor Entities. The Investor Entities shall in addition be entitled to compensation in the amount of up to ten percent (10%), of the amount incurred by it described in clause (v) above.

Impresa Management charges certain of the Private Funds an investment advisory fee, as set forth in the organizational documents and/or investment management agreement for each Private Fund. Investment advisory fees are typically based on the committed capital and/or invested capital of each Private Fund.

In lieu of an investment advisory fee, certain Private Funds pay Impresa Management an expense reimbursement based upon Impresa Management’s operating costs, as set forth in the organizational documents and/or investment management agreement for each applicable Private Fund. The expense reimbursement is typically capped at a percentage of aggregate subscriptions as set forth in the organizational documents and/or investment management agreement for each applicable Private Fund.

Fees paid by the Funds are not negotiable, but may be reduced or waived with respect to certain investors including, for example, the general partners of the Private Funds.

Impresa Management is generally paid quarterly (i) in arrears by Investor Entities; and (ii) in advance by the Private Funds.

The Private Funds will automatically receive a refund from Impresa Management for any pre-paid fee if the advisory contract is terminated before the end of the billing period. The amount of any refund will be determined based on a pro-rata calculation of the fees pre-paid from the date of termination of the advisory contract to the end of the billing period.

In addition to their own fees and expenses, the Investor Entities indirectly bear their proportional share of the expenses, including management fees and performance-based fees, of the Private Funds and third party funds in which the Investor Entities invest. In addition to the management fees and performance- based fees described herein, the Private Funds bear certain operating expenses directly, which vary for, and are subject to the organizational documents and investment management agreements of, each Fund, but typically include the following types of expenses: organizational expenses; liquidation expenses; any sales or other taxes (including taxes assessed against either the Private Fund or Impresa Management in respect of an investment advisory fee, fees or government charges which may be assessed against a Private Fund; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including any merger fees payable to third parties); the costs and expenses (including travel-related expenses) of hosting meetings or conferences with investors in the Private Funds, whether individually or in a group; all expenses of each Private Fund’s advisory committee; interest expense incurred by a Private Fund for borrowed money (if any); all expenses relating to litigation and threatened litigation involving the a Private Fund, including indemnification expenses; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, appraisal, legal, custodial and registration services provided to a Private Fund and any expenses attributable to consulting services related to a specific investment actually made by a Private Fund, including in each case services with respect to a purchase or sale of securities consummated by a Private Fund and that are not reimbursed by the issuer of such securities; all accounting costs and expenses of the a Private Fund’s independent certified public accountants relating to the preparation of the Private Fund’s audited annual financial statements; all expenses related to tax consulting and reporting to the extent such expenses are incurred other than in order to achieve compliance with a Private Fund’s tax reporting and related obligations under its operating agreement or limited partnership agreement and/or applicable law; reasonable premiums for liability insurance to protect each Private Fund, the general partner, the partners or members of the General Partner, any service provider and any of their respective partners, members, managers, stockholders, officers, directors, employees, agents or affiliates in connection with the activities of the Private Fund; and all other expenses properly chargeable to the activities of the Private Fund.

From time-to-time, Impresa Management engages in the sale of publicly traded securities on behalf of the Funds and sends such orders to FMR LLC-affiliated trading personnel to be placed with executing brokers. FMR LLC does not charge for these services and the executing brokers charge customary transaction charges. Please see additional information in the Brokerage Practices section.

Impresa Management provides to FIL Limited, and/or one or more of its affiliates, non-discretionary sub-advisory services. With respect to such services, Impresa Management generally charges FIL Limited (or one or more of its affiliates) a fee that is a portion of the salary and benefits and travel and other expenses of Impresa Management’s investment personnel who provide such non-discretionary services to FIL Limited or one or more of its affiliates. The fees are non-negotiable and are paid monthly in arrears.

In certain instances, Impresa Management may offer Co-Invest Opportunities (as defined in Other Financial Industry Activities and Affiliations below). The allocation of expenses and fees incurred in the course of evaluating potential investments between Impresa Management and any co-investor in a Co-Invest Opportunity, such as fees associated with due diligence, attorney fees and other professional fees, will be determined by Impresa Management in its good faith discretion, consistent with the Funds’ operating agreements or other documents, as applicable. Impresa Management provides cash management and investment management services to certain affiliated entities for no compensation. please register to get more info

The fee arrangements for certain of the Private Funds include a performance-based fee in the form of an allocation of net profits, referred to as “carried interest”, as set forth in the organizational documents for each Private Fund. The carried interest is generally payable in cash or in kind to the limited partners of the general partner to the Private Funds, including one or more FMR LLC-affiliated entities and certain of Impresa Management’s supervised persons, or to unaffiliated sub-advisers. Investors in the Investor Entities that invest in Private Funds are subject indirectly to the carried interest charged by certain of the Private Funds, in addition to carried interest or similar fees charged in relation to third- party funds in which an Investor Entity invests. Such general partners’ entitlement to carried interest creates an incentive for Impresa Management and its affiliates to take risks in managing the Private Funds that they may not otherwise take in the absence of such arrangements.

Certain of the Private Funds dispose of freely tradeable securities (e.g. publicly traded securities received as a result of an IPO) by distributing such securities in kind to the partners of the applicable Fund, which typically includes one or more Investor Entities. The value of in-kind distributions for purposes of calculating any applicable performance-based fee is typically determined at or around the time of the distribution from the Private Fund, subject to the terms of the organizational documents for each Private Fund. As described in Methods of Analysis, Investment Strategies and Risk of Loss – Disposition of Investments below, an Investor Entity may decide to hold a security distributed in kind from a Private Fund for a period of time after such distribution, as determined by Impresa Management in its sole discretion. Certain of the securities distributed in kind may be issued by early stage companies whose securities are thinly traded and/or whose valuations are subject to significant volatility, meaning that the value used to determine a performance-based fee with respect to certain securities that are distributed in kind from a Private Fund can differ significantly, and may be significantly higher, than the value realized by an Investor Entity, or its underlying investors, that receives the distribution in kind. In certain instances, the timing of the calculation of carried interest may be varied with respect to certain investors, including one or more Investor Entities that may choose to hold a security distributed by a Private Fund for an extended period of time after such distribution.

The general partners of the Private Funds, which are typically ultimately controlled by Impresa Management, may receive different performance-based fee compensation with respect to different funds. Differences in fee structures potentially create an incentive for such general partners and/or Impresa Management to favor certain Private Funds when allocating investment or disposition opportunities. Impresa Management does not take differing fee structures into account in making investment or disposition allocation decisions. Please see additional information in the “Potential Conflicts of Interest” section under Other Financial Industry Activities and Affiliations. please register to get more info

Impresa Management’s advisory clients are the Funds, FIL Limited (and/or certain of its affiliates) and certain affiliated entities. The Funds generally make investments, directly or through underlying funds, in private companies and operating businesses, purchased and sold in privately negotiated transactions. Impresa Management provides non-discretionary sub-advisory services to FIL Limited (and/or certain of its affiliates) and discretionary cash management services to certain affiliated entities. please register to get more info

Impresa Management employees, including personnel of FMR LLC-affiliated entities as well as a limited number of third-party advisers, who specialize in venture capital, bioscience, technology or other types of investments, at times research and propose investment opportunities on behalf of, and through, Impresa Management. Impresa Management reviews investment opportunities and bases its investment decisions on, amongst other criteria: (i) the experience and capabilities of management; (ii) proprietary or innovative characteristics of the firm’s product or service; (iii) the nature and growth potential of the firm and the markets served; (iv) the business strategy to be employed in building revenues and profits; and (v) historical financial statements and financial forecasts.

In addition, certain of the Funds are subject to industry, geographic, concentration or other restrictions in their organizational documents, which may limit such Funds from making certain types of investments. Furthermore, from time-to-time, Impresa Management or its affiliates may determine that, as a result of regulatory requirements that may apply to Impresa Management or its affiliates due to investments in a particular country, investments in the securities of issuers domiciled or listed on trading markets in that country above certain thresholds (which may apply at the account level or in the aggregate across all accounts managed by the adviser and its affiliates) may be impractical or undesirable. In such instances, Impresa Management may limit or exclude Clients’ investment in a particular issuer, which may include investment in related derivative instruments, and investment flexibility may be restricted. In addition, to the extent that Client accounts already own securities that directly or indirectly contribute to such an ownership threshold being exceeded, Impresa Management may sell securities held in such accounts in order to bring account-level and/or aggregate ownership below the relevant threshold. In the event that any such sales result in realized losses for client accounts, those client accounts will bear such losses depending on the particular circumstances.

Impresa Management’s investing activities expose its investors to various types of risk that are associated with the financial instruments and markets in which it plans to invest. Investing involves risk of loss that Clients should be prepared to bear. The significant types of financial risks to which Impresa Management is exposed include, but are not limited to, the risks described below.

Investment and Trading Risks. An investment in a Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that a Fund’s investment program will be successful or that such Fund will achieve its objective. Impresa Management will be investing substantially all of the Funds’ assets in securities, some of which may be particularly sensitive to economic, market, industry and other variable conditions. The markets in which the Funds expect to invest may experience significant volatility and losses. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to the Funds.

Disposition of Investments. Impresa Management determines, in its sole discretion, whether and when a Fund disposes of an investment. In general, when a private company in which a Fund has invested offers shares to the public by way of an initial public offering (“IPO”), the Fund seeks to dispose of such investment as soon as is practical under the circumstances, taking into account a variety of factors including, but not limited to, the length of any applicable “lock-up” period, Impresa Management’s internal price targets, regulatory restrictions, conflicts of interest with Clients of Impresa Management or its affiliates, illiquidity in the relevant market, and other factors, as determined in the sole discretion of Impresa Management, relevant to the interests of the applicable Fund and/or its investors. A decision by Impresa Management for a Fund to hold a security that has recently undergone an IPO after the expiration of the applicable lock-up period may expose such Fund to significant volatility risk and the risk of significant losses. Impresa Management also may have an incentive to dispose of a Fund’s investments at a time and in a sequence that would generate the highest performance allocation, even if it would not be in the Fund’s interest to dispose of the investments in that manner. In addition, recently enacted tax reform in the United States has generally increased, to three years, the holding period required in order for professionals to treat their performance allocations as long term capital gain. This creates an incentive for the general partner to hold a Fund’s investments for longer periods in order for the gain from their dispositions to qualify for capital gain treatment under the new carried interest rules, even if it would be in the Fund’s interest to hold the investments for shorter periods.

Distributions in-kind. Certain of the Funds have in the past distributed, and may in the future distribute, securities to investors in such Funds. Certain of the Funds may distribute either liquid or illiquid securities, and there can be no assurance that investors in such Funds will be able to dispose of such securities or instruments easily or at attractive prices. In addition, with respect to distributions from the Private Funds, the value of distributed securities used to calculate the Private Fund general partner’s entitlement to performance-based fees may be materially higher than the value that is ultimately realized by the Private Fund’s investors, as described in more detail in Performance-Based Fees and Side-by-Side Management, above.

General Economic and Market Conditions. The success of a Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of such Fund’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect, among other things, the level and volatility of securities’ prices, the liquidity of such Fund’s investments and the availability of certain securities and investments. Volatility or illiquidity could impair such Fund’s profitability or result in losses.

A Fund may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to a Fund from its banks, dealers and other counterparties will typically be reduced in disrupted markets. Such a reduction may result in substantial losses to such Fund. Market disruptions may from time to time cause dramatic losses for a Fund, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk.

Volatility. The market value of companies in certain sectors in which Impresa Management invests tend to be highly volatile, with significant price fluctuations that are often unrelated to the operating performance of particular companies and may be dependent on the sector as a whole. These companies may also have persistent losses or erratic revenue patterns, which in turn may lead to significant volatility in their share prices, inability to obtain additional financing, or shareholder dilution. Merger and acquisition activities, in particular, can have significant and unpredictable impacts on the market values of both the target company and the buyer. The performance of certain of the Funds’ investments may be substantially dependent upon prevailing prices of oil, natural gas, natural gas liquids, timber, forest products, and other commodities. Commodity prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to a variety of factors, many of which are beyond the control of such Funds. Furthermore, Funds often invests in foreign companies which tend to experience more volatility due to the unpredictability of those countries’ policies, economic conditions, and political regimes. Illiquid Investments. The Funds may make investments in securities that have limited liquidity. Certain investments held by the Funds may not be able to be sold except pursuant to a registration statement filed under the Securities Act of 1933, as amended or in accordance with Rule 144 or other available exceptions. The Funds may not be able to sell such investments when it desires or on attractive terms. Certain investments held by the Funds are publicly-traded. In certain instances, a Fund may hold a significant percentage of the shares of a publicly-traded security that has limited trading volume, and it may take the Fund a significant period of time to sell such shares, during which time the Fund will remain exposed to changes in the price of such security. Concentration of Investments. A Fund’s portfolio may, from time to time, be concentrated in a particular type of security, industry, geographic location or market capitalization. This may be the result of such Fund’s opportunistic investing, external market forces or the lack of liquidity in one security as compared to other securities such Fund holds. It is also anticipated that a significant portion of certain Funds’ assets will be invested through funds managed by third parties. Losses incurred in a position making up a significant percentage of a Fund’s capital could have a material adverse effect on such Fund’s overall financial condition. This limited diversity could expose such a Fund to significantly greater volatility than in a more diversified portfolio. To the extent that a significant portion of a Fund’s assets are invested in funds managed by third parties, then a significant diminution in value of one or more of such funds or the departure or inability of one or more key members of a third party manager’s team to participate in the management of such funds may result in material and adverse consequences for the value of such Fund’s assets. Fund of Funds. Certain Investor Entities normally invest indirectly in a number of Private Funds and third-party funds and vehicles. Such Investor Entities’ ability to achieve their investment objective will depend largely on the ability of Impresa Management to select the appropriate mix of Private Funds and third-party funds and vehicles and on the Private Funds’ and third-party funds’ and vehicles’ ability to meet their investment objectives. The Investor Entities are subject to the same risks as the Private Funds and third party funds and vehicles in which they directly or indirectly invest. Each Investor Entity and Private Fund bears its own respective expenses. The Investor Entities also indirectly bear their proportionate share of expenses of the Private Funds and third party funds and vehicles in which they invest, which may include management fees and performance-based fees. The performance of certain of the Funds is dependent in part on the performance results achieved by the unrelated general partners of the third party funds in which the Funds invest. Impresa Management will not have an active role in the day-to-day management of the third party funds, the negotiation or implementation of service provider agreements or the ability to direct the specific investment decisions made by the managers of the third party funds. The failure of such unrelated investment managers to make profitable investments may have a negative impact on the Funds’ ability to achieve their investment goals. The Funds may sustain losses with respect to their investments despite Impresa Management’s efforts to monitor the investment activities of the third party funds. Additionally, many third party funds are not registered investment advisers with the SEC, making it more difficult for Impresa Management to scrutinize the general partner’s credentials.

Cross Trades. In certain cases, Impresa Management may cause a Fund to purchase investments from another Fund, or it may cause a Fund to sell investments to another Fund (e.g., to comply with applicable investment guidelines and restrictions of a Fund or warehousing investments for a successor venture fund). Such transactions create conflicts of interest because Impresa Management may have an incentive to improve the performance of one Fund by selling underperforming assets to another Fund in order, for example, to earn fees. Money Market Instruments. Impresa Management may invest all or a portion of a Fund’s assets in high quality fixed-income securities, money-market instruments, and foreign money-market mutual funds, or hold cash or cash equivalents in such amounts as Impresa Management deems appropriate under the circumstances. Money market instruments, which may include, without limitation, money market instruments managed by an FMR LLC-affiliated entity, are high quality, short term fixed- income obligations, which generally have remaining maturities of less than one year, and may include short-term U.S. Treasury securities, federal agency notes, Eurodollar deposits, repurchase agreements, certificates of deposit, corporate commercial paper, and obligations of states, cities, or other types of municipal agencies. However, there can be no assurances that such investments will not be subject to significant risks. Derivative Investments. One or more Funds may invest directly, or indirectly, in derivative instruments. Derivative instruments or “derivatives” include futures, options, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are leveraged, and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement may expose the Fund to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty.

Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent Impresa Management from promptly liquidating unfavorable positions and subject a Fund to substantial losses.

Foreign Currency and Exchange Rates. A Fund’s assets may be invested in foreign securities and substantially all income derived from such securities may be received by such Fund in foreign currencies. However, the Funds generally compute and distribute their income in U.S. dollars, and the computation of income is made on the date of its receipt by a Fund at the foreign exchange rate in effect on that date. Therefore, if the value of the foreign currencies in which a Fund receives all or a portion of its income falls relative to the U.S. dollar between receipt of the income and the making of a Fund’s distributions, such Fund’s investors will bear the economic risk. In general, Funds do not regularly hedge their exposure to foreign currency. Risks of Investing in CLOs and Other Structured Finance Securities. A Fund may invest a portion of its assets in CLOs and structured finance securities. CLOs and structured finance securities present risks similar to those of other types of credit investments, including default (credit), interest rate, liquidity, prepayment and reinvestment risks. The amount and nature of collateral obligations likely will be established to withstand certain assumed deficiencies in payment occasioned by defaults in respect of such collateral obligations. However, if any deficiencies exceed such assumed levels, payments on secured notes issued by a CLO and payments and any final distribution on CLO securities could be adversely affected which would adversely affect distributions to such Fund. To the extent that a default occurs with respect to a collateral obligation securing secured notes and the CLO issuer upon the advice of the collateral manager sells or otherwise disposes of such collateral obligation, it is not likely that the proceeds of such sale or other disposition will be equal to the amount of principal and interest owing to the issuer in respect of such collateral obligation. The market value of collateral obligations will fluctuate with, among other things, the financial condition of the obligors on or issuers of the collateral obligations, general economic conditions, the condition of the debt trading markets and certain other financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. Such changes in market value will impact the value of CLO securities and other CLO securities held by a Fund. In addition, CLOs and other structured finance securities are often governed by a complex series of legal documents and contracts, which increases the risk of dispute over the interpretation and enforceability of such documents relative to other types of investments. There is also a risk that the trustee of a CLO does not properly carry out its duties to the CLO, potentially resulting in loss to the CLO. CLOs are also inherently leveraged vehicles and are subject to leverage risk. Blockchain. One or more Funds may invest in companies that develop products or services related to blockchain technology (“Blockchain Companies”). Blockchain technology is relatively new and the regulatory and legal environments are still developing. Legal and regulatory developments may make certain of the products or services being developed by Blockchain Companies infeasible or result in Blockchain Companies having significantly less value than anticipated. In addition, many Blockchain Companies are newly formed entities that entail the types of risks described under “Investments in Less Established Companies” below. Finally, due to a pre-existing investment in a Blockchain Company’s securities, a Fund may have a right to participate in future issuances by such Blockchain Company, including issuances of tokens or other cryptoassets (“Cryptoassets”). In the sole discretion of Impresa Management, a Fund may choose not to purchase Cryptoassets, notwithstanding its contractual rights to do so, due to, among other reasons, uncertainty regarding the appropriate regulatory classification of, or the ability to comply with the requirements of the U.S. Investment Advisers Act of 1940 (“Advisers Act”), as amended, with respect to, such Cryptoassets. Under such circumstances, one or more affiliates of Impresa Management may have the ability to invest in such Cryptoassets and may do so, notwithstanding the Funds’ decision not to invest.

Investments in Less Established Companies. Certain of the Funds will invest a portion of their assets in less established companies. Portfolio investments in such early stage companies with no established products or services may involve greater risks than generally are associated with portfolio investments in more established companies. To the extent there is any public market for the securities held by a Fund in any such companies, such securities may be subject to more abrupt and erratic market price movements than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer resources and, therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. As such, these portfolio investments should be considered highly speculative and may result in the loss of a Fund’s entire portfolio investment.

Biotechnology / Therapeutics Industry. Certain Funds may make investments, either directly or indirectly, in the biotechnology, life sciences and pharmaceutical (“therapeutics”) industries within the U.S. and outside of the U.S., including without limitation, China, Europe, Japan and India. Companies in the therapeutics industry can be significantly affected by patent considerations, intense competition, rapid technological change and obsolescence, and government regulation. These companies are also affected by regulatory approval for new drugs and medical products, product liability, and similar matters. The therapeutics industry may experience considerable volatility in reaction to research and other business developments which may affect only one, or a few companies within the industry. The market values of investments in the therapeutics industry are often based upon speculation and expectations about future products, research progress, and new product filings with regulatory authorities. In addition, compared to more developed industries, there may be a thin trading market in therapeutics securities. As a result, investments in this sector may be riskier than other market sectors. Technology, Media and Telecommunication (“TMT”) Sectors. Investing in securities and other instruments of companies that focus on technology, media and telecommunication sectors involves substantial risks. These risks include: certain companies in the portfolios of a Fund may have limited operating histories; rapidly changing technologies and products which may quickly become obsolete; cyclical patterns in information technology spending which may result in inventory write-offs, cancellation of orders and operating losses; scarcity of management, engineering and marketing personnel with appropriate training; the possibility of lawsuits related to technological patents; changing investors’ sentiments and preferences with regard to “TMT” sector investments with their resultant effect on the price of underlying securities; and volatility in the applicable markets affecting the prices of technology company securities, which may cause the performance of a Fund to experience substantial volatility. In addition, as a Fund may focus on investing in TMT companies, such concentration could have a material adverse effect on such Fund including if any of the industries in which such Fund invests experiences adverse news. Furthermore, these sectors, particularly technology and its many sub-sectors, have historically been subject to significant volatility.

Risks in the Agricultural Business. An Agricultural Company is subject to the risks inherent in the agricultural business, such as weather, insects, plant diseases and similar agricultural risks. An Agricultural Company’s operations may be adversely affected by severe disease and insect infestation, which may result in its operations having reduced harvest yields or suspension of operations.

Risks in the Energy and Natural Resources Sectors. Investments in the energy and natural resources sectors are subject to a variety of risks, not all of which can be foreseen or quantified. The performance of a certain Fund’s investments may be substantially dependent upon prevailing prices of oil, natural gas, natural gas liquids, timber, forest products, and other commodities. Commodity prices have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to a variety of factors, many of which are beyond the control of such Fund. A Fund’s investments may be subject to the risk of changes in values of companies in the energy sources or natural resources sectors whose operations are affected by changes in prices and supplies of energy or natural resources. Investments in the energy and natural resources sectors may have significant shortfalls in projected cash-flow if energy or natural resources prices decline from levels at the time the investment is made. For example, various factors beyond the control of a Fund will affect prices of oil, natural gas, natural gas liquids, timber and forest products including the worldwide supply of such commodities, political instability or armed conflict in regions where such commodities are produced or grown, the price of foreign imports, the level of consumer demand, the price and availability of alternative fuels, the availability of pipeline capacity, and changes in existing government regulation, taxation, and price control. Furthermore, energy and natural resources prices are mostly commoditized and thus are sensitive to the global economy.

Risks Associated with Investing in Europe. Certain Funds invest, either directly or indirectly, in companies located in Europe. The Economic and Monetary Union (the “EMU”) of the European Union (the “EU”) requires compliance with restrictions on inflation rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every country in Europe. Decreasing imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro, the default or threat of default by an EU member country on its sovereign debt, an exit of the EU by EU member countries, and an economic recession among EU member countries may have a significant adverse effect on the economies of EU member countries and their trading partners. The European financial markets have experienced volatility and adverse trends due to concerns about economic downturns or rising government debt levels of several European countries. In order to prevent economic deterioration, certain countries, without prior warning, can institute “capital controls”. Countries use these controls to restrict volatile movements of capital entering and exiting their country. Such controls may negatively affect the Fund’s investments in companies located in one or more of such countries within Europe. A default or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of credit default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed in the previous sentence. In addition, the credit ratings of certain European countries have in the past been downgraded. These downgrades may result in further deterioration of investor confidence. These events have adversely affected the value and exchange rate of the euro and may continue to significantly affect the economies of every country in Europe, including countries that do not use the euro and non-EU member countries. Furthermore, the United Kingdom may potentially withdraw from the EU. The ongoing withdrawal process could cause an extended period of uncertainty and market volatility, not only in the United Kingdom but throughout the EU and the globe. Such uncertainty and market volatility could negatively affect certain Funds’ investments. Risks of Investing in Securities in the Asia Pacific Region. Certain Funds invest, either directly or indirectly, in the securities of issuers located in the Asia Pacific region. Such Funds’ investments in securities and instruments in these foreign markets involve substantial risks not typically associated with investing in U.S. securities. The success of a Fund’s investments may be affected by general economic and market conditions in the Asia Pacific region, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of a Fund’s investments. Volatility or illiquidity could impair a Fund’s profitability or result in losses. This volatility may be increased by the relatively limited level of trading in certain Asian markets, the relatively large impact of overseas funds moving in and out of Asian markets, the relatively poor level of information disclosure by companies in the region, the relative lack of stringency of regulations covering the corporate governance of listed companies and the relatively under-developed nature of regulations covering the trading of securities in many countries in the region. Additionally, the relatively high level of indebtedness of many Asian countries and dependence on foreign borrowing also adds to the level of macroeconomic risk.

The economies of individual Asian markets may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. Further, the economies of Asia Pacific markets generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. The economies of certain of these countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation.

With respect to certain countries in the Asia Pacific region, there is the possibility of nationalization, expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, limitations on the removal of funds or other assets of a Fund, political changes, government regulation, social instability or diplomatic development (including war and terrorist activities), any of which could affect adversely the economies of such countries or the value of such Fund’s investments in those countries. Where Fund assets are invested in narrowly-defined markets or sectors of a given economy, risk is increased by the inability to broadly diversify investments and by potentially adverse developments within those markets or sectors. Government Regulations and Regulatory Approvals. The regulatory environment is consistently evolving, and changes that adversely affect the Funds could occur during the lifetime of the Funds. The Funds may invest in companies that are subject to extensive and rigorous government regulations. These regulations may change in a way adverse to the industry or to particular companies within the industry. New laws or revised regulations imposed by government agencies could lead to decreased investment returns, higher taxes or other costs. If a company fails to comply with government regulations, it may face a number of consequences which may have a significant, adverse impact on the company’s share price. Governmental Intervention. The global financial markets have in recent years gone through pervasive and fundamental disruptions that have led to governmental intervention. Such intervention was in certain cases implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, certain of these interventions have been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. Broker Risk. A Fund’s assets may be held in one or more accounts maintained for such Fund by its brokers or custodian banks, which may be located in various jurisdictions, including emerging market jurisdictions. The brokers (including those acting as sub-custodians) and custodian banks are subject to various laws and regulations in the relevant jurisdictions that are designed to protect their customers in the event of their insolvency.

Accordingly, the practical effect of the laws protecting customers in the event of insolvency and their application to such Fund’s assets may be subject to substantial variations, limitations and uncertainties. For instance, in certain jurisdictions brokers could have title to such Fund’s assets or not segregate customer assets. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a broker or a clearing corporation, it is impossible to further generalize about the effect of the insolvency of any of them on such Fund and its assets. Investors should assume that the insolvency of any of the brokers, custodian banks or clearing corporations may result in the loss of all or a substantial portion of such Fund’s assets or in a significant delay in such Fund’s having access to those assets.

Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, Funds are susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, 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 the Funds and other service providers (including, but not limited to, accountants, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Funds’ ability to value their securities or other investments, impediments to trading, the inability of Funds to transact business, 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 the Funds invest, counterparties with which the Funds engage in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions and other parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Funds’ service providers generally 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, the Funds cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Funds. The Funds could be negatively impacted as a result. please register to get more info

There are no legal or disciplinary events that are material to a prospective client’s evaluation of the advisory business of Impresa Management, or the integrity of its management. please register to get more info

Impresa Management or its affiliates have relationships or arrangements with the following related broker-dealers: Broker Dealers Fidelity Brokerage Services LLC (“FBS”), a wholly-owned subsidiary of Fidelity Global Brokerage Group, Inc., is a registered broker-dealer under the Securities Exchange Act of 1934 (“Exchange Act”), and provides brokerage products and services including the sale of shares of investment companies advised by Fidelity Management & Research Company (“FMR”), a wholly-owned subsidiary of FMR LLC, to individuals and institutions, including retirement plans administered by affiliates. Pursuant to referral agreements and for compensation, representatives of FBS may refer customers to various services offered by FBS’s related persons. In addition, FBS is the distributor of insurance products, including variable annuities, which are issued by FMR’s related persons, Fidelity Investments Life Insurance Company and Empire Fidelity Investments Life Insurance Company. FBS may provide shareholder services to certain of FMR’s or FMR’s affiliates’ clients.

One of Impresa Management’s management persons is a registered representative of FBS, but does not have any broker-dealer responsibilities that are related to Impresa Management activities.

National Financial Services LLC (NFS) is a registered broker-dealer under the Exchange Act and is a fully disclosed clearing broker dealer. As such, NFS provides clearing, settlement and execution services for other broker dealers, including its affiliate Fidelity Brokerage Services. Fidelity Capital Markets (FCM) is a division of NFS which provides trade executions for FMR and other clients. Additionally, FCM operates CrossStream, an alternative trading system that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. CrossStream may be used to execute transactions for FMR or FMR’s affiliates’ investment company and other advisory clients. NFS is also registered as an investment adviser under the Advisers Act in order to support FCM’s transition management business for ERISA plan fiduciaries. The NFS registered investment adviser does not have any advisory clients, does not provide investment advice and does not receive compensation for investment advisory services. NFS may provide transfer agent or sub transfer agent services and other custodial services to certain of FMR’s or FMR’s affiliates’ clients. NFS is a wholly- owned subsidiary of Fidelity Global Brokerage Group Inc., a holding company that provides certain administrative services to NFS and other affiliates. NFS at times serves as clearing agent for client transactions that Impresa Management’s affiliates place with certain broker-dealers. NFS at times provides transfer agent or sub-transfer agent services to certain of Impresa Management’s affiliates’ clients. NFS serves as custodian for the assets of the Investor Entities and for certain assets owned by other Clients of Impresa Management.

Luminex Trading & Analytics LLC (“LTA”), a registered broker-dealer and alternative trading system, was formed for the purpose of establishing and operating an electronic execution utility (the “LTA ATS”) that allows orders submitted by its subscribers to be crossed against orders submitted by other subscribers. FMR Sakura Holdings, Inc., a wholly owned subsidiary of FMR LLC, is the majority owner of LTA. LTA charges a commission to both sides of each trade executed in the LTA ATS. The LTA ATS is sometimes used to execute transactions for FMR’s or FMR’s affiliates’ investment companies and other advisory clients. NFS will serve as a clearing agent for transactions executed in the LTA ATS. Impresa Management does not currently place portfolio transactions with FCM and uses CrossStream and LTA ATS, alternative trading systems operated by NFS and LTA, respectively. Impresa Management at times places client trades, through FMR, with unaffiliated broker-dealers that use NFS as a clearing agent. Transactions with Certain Brokers Impresa Management’s affiliates at times places trades with certain brokers including NFS and LTA, provided FMR or FMR’s affiliates determine that these affiliates' trade execution abilities and costs are comparable to those of non-affiliated, qualified brokerage firms, and that such transactions are executed in accordance with applicable rules under the Investment Company Act of 1940 and procedures adopted by the board of trustees or directors (as applicable) of FMR’s clients in the Fidelity group of funds.

Other Investment Advisers Impresa Management has relationships or arrangements with the following related investment advisers:

FMR, in association with its various affiliates, serves as investment adviser to a number of investment companies, and is registered as an investment adviser under the Advisers Act. Impresa Management sometimes places orders in public securities at no cost through FMR, an affiliate that also performs this function for registered investment companies advised by FMR LLC-related companies, or through one of its affiliates. In addition, Impresa Management from time to time invests the Clients’ uninvested cash balances in mutual funds advised by FMR.

FMR Co., Inc. (“FMRC”) is a wholly-owned subsidiary of FMR and a registered investment adviser under the Advisers Act. FMRC provides portfolio management services as an adviser or sub-adviser to certain of FMR’s clients and Fidelity Funds. FMRC also provides portfolio management services as an adviser or a sub-adviser to clients of other affiliated and unaffiliated advisers. Impresa Management from time to time invests the Clients’ uninvested cash balances in mutual funds sub-advised by FMRC.

Fidelity Investments Money Management, Inc. (“FIMM”) is a wholly-owned subsidiary of FMR LLC and a registered investment adviser under the Advisers Act. FIMM provides portfolio management services as an adviser or sub-adviser to certain of FMR’s clients and Fidelity Funds. FIMM also provides portfolio management services as an adviser or a sub-adviser to clients of other affiliated and unaffiliated advisers. Impresa Management from time to time invests the Clients’ uninvested cash balances in mutual funds sub-advised by FIMM.

FIAM LLC (“FIAM”) is a wholly-owned subsidiary of FIAM Holdings LLC, which in turn is wholly- owned by FMR LLC, and provides investment management services, including sub-advisory services to FMR or its affiliates. FIAM is a registered investment adviser under the Advisers Act. FIAM is also registered with the Central Bank of Ireland. A certain Investor Entity has an investment management agreement with FIAM to manage an investment grade fixed income portfolio.

FIL Limited (“FIL”), a Bermuda company, was incorporated in 1969 and certain members of the FIL group serve as investment manager and adviser to non-U.S. funds and institutional accounts. Impresa Management provides discretionary sub-advisory services to FIL or its affiliates, and FIL or certain of its affiliates also invest in some of the Funds. Further, certain Funds invest in private funds managed by FIL affiliates, including, Eight Roads GP (formerly FIL Capital Management Ltd), Eight Roads GP Asia Limited (formerly FIL Asia Ventures Limited) and certain special purpose vehicles that serve as general partners to such private funds (collectively, “FIL Affiliates”). Impresa Management may have an incentive to cause Funds to invest more than they otherwise would in funds managed by FIL Affiliates because FIL Affiliates indirectly bear fees that are paid to Impresa Management when they invest in certain Funds. Impresa Management determines which Funds invest in funds managed by FIL Affiliates, and how much such Funds invest, based on, among other factors, available capital, the Funds’ investment mandates, diversification benefits and the track records of funds managed by FIL Affiliates, and does not take into account fees earned from FIL Affiliates’ investments in Funds in making such determinations. Impresa Management disclaims that it is a related person of FIL and the FIL Affiliates. Potential Conflicts of Interest Impresa Management is affiliated with FMR LLC-affiliated entities, including some that serve as general partners in private investment partnerships and some which act as investment adviser to funds registered as investment companies under the Investment Company Act of 1940. Impresa Management, the FMR LLC-affiliated entities and their directors, partners, trustees, managers, members, officers, employees and independent contractors are engaged in a variety of businesses and have interests other than that of managing the Clients. This broad range of activities and interests gives rise to actual, potential and perceived conflicts of interest that could disadvantage the Clients.

All personnel of FMR LLC-affiliated entities who provide investment advisory services on behalf of, and through, Impresa Management are treated as employees of Impresa Management. In addition, certain independent contractors may provide advisory services to Impresa Management with respect to the Funds. Impresa Management will evaluate each independent contractor’s engagement with Impresa Management to determine whether certain services, including advisory services, provided by the independent contractor functionally fall within the definition of a supervised person. As discussed below, all employees of Impresa Management and all independent contractors determined to be supervised persons (collectively, “Advisory Personnel”) of Impresa Management are subject to a code of ethics (“Code”).

Impresa Management may from time to time invest a Client’s uninvested cash balances in registered investment companies advised by FMR LLC-related companies (such as money market mutual funds). Certain affiliated persons of Impresa Management who also own interests in FMR LLC receive economic benefits as a result of a Client’s assets that are so invested. An FMR LLC-affiliated entity, National Financial Services, Inc., serves as custodian for the assets of certain of the Investor Entities, and receives fees for such services.

Impresa Management and the FMR LLC-affiliated entities are not obligated to make any particular investment opportunity available to a Client. Impresa Management, in its sole discretion, allocates investment opportunities to and among the Clients in a manner consistent with each Client’s investment objective and strategy. In making investment determinations on behalf of a Client, Impresa Management intends to consider the investment objectives of the Client and not the investment objectives of any individual investor in a Client.

Impresa Management’s allocation of investment, acquisition and disposition opportunities among the Clients presents inherent actual and potential conflicts of interest, particularly where an investment opportunity is limited. Certain Clients may have investment objectives or may utilize investments strategies that are similar to other Clients and/or may engage in transactions in the same types of securities and instruments as other Clients. As a result, certain investment, acquisition and disposition opportunities may be appropriate for multiple Clients. In such instances, Impresa Management will allocate in a manner in which Impresa Management deems equitable under the circumstances. In determining the appropriateness of the investment and what constitutes an equitable allocation, Impresa Management considers factors including, but not limited to, (i) the amount of capital available for new investments, (ii) a Client’s current exposure to the asset type, (iii) the investment mandate of the Client and current portfolio positions, and (iv) limitations or restrictions in the operating agreements or investment management agreements for a particular Client. The terms on which one Client invests in, acquires or disposes of a particular opportunity may differ from the terms available to another Client with respect to the same security or instrument, which could result in conflicts. These differences could result in, among other things, a Client selling or withdrawing from investments in which another Client is invested in advance of such other Client or otherwise adversely affecting such other Client or its investors. From time to time, Impresa Management has the opportunity to make follow-on investments in an existing holding of a Fund. Impresa Management will generally allocate these investments to the Fund that currently holds the investment or, in limited circumstances generally related to capacity limitations, to another more-recently formed Fund, which in certain cases may have a different fee structure, which may be higher or lower than the fee structure of the Fund that made the original investment.

Certain FMR LLC-affiliated entities manage or advise, and have proprietary interests in, other accounts and funds, including but not limited to, mutual funds and separate accounts (the “Other Accounts”). Certain of the Other Accounts have investment objectives similar to those of the Clients, may utilize investment strategies that are similar to those of the Clients and/or may engage in transactions in the same types of securities and instruments as the Clients. Certain FMR LLC-affiliated entities may be actively engaged in transactions on behalf of Other Accounts in the same investments, securities, derivatives and other instruments in which a Client may directly or indirectly invest. The transactions of the FMR LLC-affiliated entities involving the Other Accounts could affect the prices and availability of the securities and instruments in which the Clients invest, and could have an adverse impact on the Clients’ performance. The Clients and the Other Accounts are potentially divergently managed. The results of the investment activities of the Clients may differ significantly from the results achieved by the Other Accounts. Impresa Management may give advice, and take action, with respect to the Clients that may compete or conflict with the advice given by FMR LLC- affiliated entities with respect to the Other Accounts, including with respect to the timing or nature of action relating to an investment or method of exiting an investment. The timing of entry or exit from an investment by the Clients as compared to Other Accounts may vary for reasons such as, but not limited to, differences in strategy or liquidity requirements. Transactions undertaken by the Other Accounts may adversely impact the Clients. The Other Accounts may buy or sell positions while a Client is undertaking the same or a differing, including potentially opposite, strategy, which could disadvantage the Client. A position taken by the Other Accounts may be contrary to a position taken on behalf of a Client or may be adverse to a company or issuer in which the Fund has invested.

Conflicts may arise in cases where a Client, directly or indirectly, and one or more Other Accounts invest in different parts of an issuer’s capital structure. If an issuer in which a Client, directly or indirectly, and one or more Other Accounts hold different classes of securities (or other assets, instruments or obligations issued by such issuer) encounters financial problems, decisions over the terms of any workout will raise potential conflicts of interests (including, for example, conflicts over proposed waivers and amendments to debt covenants). As a result, one or more Other Accounts may pursue or enforce rights with respect to a particular issuer in which a Client has directly or indirectly invested, and those activities may have an adverse effect on the Client. For example, if an Other Account holds debt securities of an issuer and a Client directly or indirectly holds equity securities of the same issuer, then, if the issuer experiences financial or operational challenges, the Other Account that holds the debt securities may seek a liquidation of the issuer in which it may be paid in full, whereas the Client, as a direct or indirect equity holder, might prefer a reorganization that holds the potential to create value for the equity holders. In the event of an insolvency, bankruptcy or similar proceeding of an issuer, a Client may be limited (by applicable law, courts or otherwise) in the positions or actions it may be permitted to take due to other interests held or actions or positions taken by Other Accounts. In negotiating the terms and conditions of any such investments, or any subsequent amendments or waivers, Impresa Management and a FMR LLC-affiliated entity may find that their own interests, the interests of a Client and/or the interests of one or more Other Accounts could conflict. Clients and their investors should be aware that any conflicts will not necessarily be resolved in favor of the Client and that the Client could be adversely affected by the actions taken by a FMR LLC-affiliated entity on behalf of the Other Account. Conflicts may also arise because investment decisions made by Impresa Management on behalf of a Client may benefit the Other Accounts. For example, the purchase, holding and sale of investments by a Client may enhance the profitability of an Other Account's own investments in and activities with respect to such investments. In addition, Impresa Management or certain FMR LLC-affiliated entities may be incentivized not to undertake certain actions on behalf of a Client in connection with a particular investment, in view of an Other Account's involvement with the relevant issuer or investment. It is anticipated that, from time to time, one or more affiliated persons of the ESCs or other Investor Entities, acting as principal, will (a) buy or sell securities or other assets from or to the ESCs or other Investor Entities, or (b) borrow from or make loans to the ESCs or other Investor Entities. Any proposed transaction otherwise prohibited by Section 17(a) or Section 17(d) of the Investment Company Act of 1940 and Rule 17d-1 thereunder to which the ESCs is a party may only be entered into in accordance with the requirements set forth in the Exemptive Order, including that such transaction is effected only if the board of Impresa Management determines that the transaction’s terms are fair and reasonable to the ESC’s investors, do not involve overreaching of the ESCs or its investors, and are consistent with the interests of the ESC’s investors, the ESC’s organizational documents and reports to investors. Any loan by ESCs to an affiliated person of the ESCs will generally be on terms no more favorable to the affiliated person than would be obtainable from an unaffiliated third party on an arm’s-length basis.

Conflicts of interest have arisen in the past, and may arise in the future, where a Client owns or wishes to own a position in a portfolio company in which a client of FMR LLC or an FMR LLC-affiliated entity is interested in investing. In particular, legal and regulatory requirements applicable to certain Clients, as well as to certain clients of FMR LLC or an FMR LLC-affiliated entity, including without limitation the Investment Company Act of 1940, restrict certain Clients and certain clients of FMR LLC or an FMR LLC- affiliated entity from investing in the same securities at the same time under certain circumstances.

To address conflicts of interest between Clients, on the one hand, and clients of FMR LLC or an FMR LLC-affiliated entity, on the other hand, Impresa Management has caused certain Clients in the past to refrain from investing, or to limit their investments or voting rights, and in the future likely will cause certain Clients to refrain from investing, or to limit their investment or voting rights, in certain portfolio companies or third-party funds to avoid preventing or limiting investments by clients of FMR LLC or an FMR LLC-affiliated entity in such portfolio companies, third-party funds or portfolio companies held by such third-party funds. Impresa Management has also caused certain Clients to sell or waive voting rights with respect to, and likely will in the future cause certain Clients to sell, charitably donate, distribute to investors or otherwise dispose of, or waive voting rights with respect to, all or a portion of their investment in certain portfolio companies to avoid preventing or limiting investments by clients of FMR LLC or an FMR LLC-affiliated entity in such portfolio companies, including generally where a portfolio company held by a Client is about to undertake an initial public offering. In such situations, Client returns may be lower than they otherwise would have been had the Client not limited its participation or voting rights, or disposed of its interest, in such investment. Impresa Management’s transactions in publicly traded securities are generally limited to the sale of securities that have become publicly traded subsequent to their initial purchase by means of a public offering, acquisition, or otherwise. Impresa Management places orders in publicly traded securities at no cost through FMR LLC, which also performs this function for affiliated registered investment companies. Trade orders are subsequently directed by FMR LLC to various unaffiliated brokers that retain a commission or charge a mark-down. Securities are custodied by an affiliated broker, NFS, which acts as settlement agent or sometimes as clearing agent for these transactions. Certain benefits accrue to Impresa Management and FMR LLC-affiliated entities in connection with the Clients and their investment strategies and activities and the ongoing business activities of Impresa Management and the FMR LLC-affiliated entities. For example, Investor Entities may invest in underlying funds and Impresa Management will receive more revenue when it selects a Private Fund rather than an unaffiliated fund for investment. FMR LLC-affiliated entities provide other services and receive fees or other payments and expense reimbursement from the Clients or from entities in which a Client invests. Fees or other payments include, without limitation, advisory or management fees, financing fees, custody fees, fees for clearing services, and performance-based fees such as a carried interest entitling the entity to a percentage of the profits of a Private Fund.

Certain Advisory Personnel of Impresa Management who advise the Private Funds and who are required to allocate time and investment ideas across multiple Private Funds share in the carried interest (also referred to as performance-based compensation) with respect to certain of those funds and not (or at different rates) with respect to other Private Funds. Such Advisory Personnel may be motivated to invest more effort advising on behalf of those Private Funds in which he or she shares in a carried interest (or shares in carried interest at higher rates) in order to increase the funds’ performance and therefore payments he or she receives. In situations where certain Advisory Personnel have entered into a performance-based compensation arrangement, they may have an economic incentive to make riskier investments and/or pursue riskier strategies than they might otherwise for the purpose of enhancing performance-based compensation.

Certain Advisory Personnel of Impresa Management and employees of FMR LLC-affiliated entities serve as officers or directors of portfolio companies in which a Fund directly or indirectly invests pursuant to rights held by a Fund to designate such officers or directors, and in such capacity may be entitled to receive compensation and expense reimbursements. Employees of Impresa Management retain no such compensation for their service as officers or directors of portfolio companies, but do receive expense reimbursement. Independent contractors of Impresa Management receive compensation and expense reimbursements for serving as officers or directors of portfolio companies. FMR LLC-affiliated entities reserve the right not to charge or to waive all or part of any compensation or expense reimbursement payable to its employees for serving as officers or directors of portfolio companies that a Fund otherwise might incur or bear indirectly. Any such fees or expense reimbursement received by an independent contractor of Impresa Management or an FMR LLC- affiliated entity or by employees thereof will generally not be shared with any Fund. Such arrangements create a potential conflict of interest between Impresa Management and its investors, because the Funds and their investors do not have an interest in these payments, as they would for similar payments if made to Impresa Management or its employees. Serving as a director or officer of a portfolio company may give rise to conflicts to the extent that the employee’s or independent contractor’s fiduciary duties or other obligations to the portfolio company conflict with the interests of the Funds. Advisory Personnel of Impresa Management may be granted options in a portfolio company as part of their compensation as a director or officer. Any such options granted to employees of Impresa Management, if exercised, would first be used to offset any transaction expenses advanced by Impresa Management and not reimbursed by a Private Fund, and any remaining amount would be used to reduce the management fee. Options granted to Impresa Management’s independent contractors are retained by the independent contractors. This may create a financial incentive for the holder of the options to recommend actions or investments that may not be in the interests of a Fund. In addition, in certain instances, Advisory Personnel of Impresa Management may obtain information about a portfolio company that could limit the ability of Impresa Management to buy or sell securities of the portfolio company on behalf of a Client. Impresa Management, its employees and its independent contractors will devote as much of their time to the activities of each Client as Impresa Management deems, in its sole discretion, necessary and appropriate. Certain Advisory Personnel of Impresa Management do not work exclusively for Impresa Management and engage in outside business activities, including investment advisory activities, for others (“Others”). Such activities may create conflicts of interest with Clients of Impresa Management, including that the time and effort of such employee or independent contractor will not be devoted exclusively to the business of Impresa Management. Where such outside business activities involve the provision of investment advisory services to Others, conflicts of interest may arise with respect to the allocation of investment opportunities between the Clients and Others, and the employee or independent contractor may have financial incentives to favor Others over the Clients (for example, due to higher performance fees or economic interests in other pooled investment vehicles), which may result in certain investment opportunities not being made available to the Clients and may influence the research, analysis and recommendations provided by the employee or independent contractor to Impresa Management. Others may benefit from an employee’s or independent contractor’s knowledge of Impresa Management’s research, analysis and plans and may bear fewer costs as a result. An employee or independent contractor may give advice to Others that may compete or conflict with the recommendations given to Impresa Management, and the accounts of Others and the Clients may be divergently managed.

Impresa Management has established policies and procedures designed to manage and, to some extent, mitigate these actual and potential conflicts of interest, including a requirement for approval of such outside business activities, restrictions on the nature of and time spent on the outside activities, increased supervision and monitoring of Advisory Personnel engaged in such activities and training on fiduciary obligations.

Impresa Management from time to time may present co-invest opportunities to entities affiliated with FMR LLC or investors in one or more Funds. Impresa Management determines, in its sole discretion, whether the size of an investment opportunity exceeds the amount Impresa Management determines is appropriate for its Clients, after taking into account any portion of the opportunity that is allocated to certain participants in the deal, such as co-sponsors, consultants, advisers, management team members, certain strategic investors and other investors , and any excess may be offered to one or more co- investors in the sole discretion of Impresa Management (a “Co-Invest Opportunity”). Impresa Management determines which potential co-investors are presented Co-Invest Opportunities in its sole discretion, but may consider criteria including, but not limited to, size of the investment, a potential co- investor’s anticipated speed to evaluate and close on an investment, a potential co-investor’s sophistication and applicable regulatory constraints when selecting certain potential co-investors over others.

As a condition of the Exemptive Order in regards to the ESCs and as a practical matter subject to certain exceptions, any co-investment by an affiliated person of the ESCs (a “Co-Investor”) with the ESC will be effected only if the Co-Investor, prior to disposing of all or part of its investment, (i) gives Impresa Management sufficient notice of its intent to dispose of the investment, and (ii) refrains from disposing of its investment unless the relevant ESC has the opportunity to dispose of its investment prior to or concurrently with, on the same terms as, and pro rata with the Co-Investor. Additional conflicts of interest that could disadvantage the Clients are discussed elsewhere in this brochure. please register to get more info

PERSONAL TRADING
A Code in accordance with Rule 204A-1 under the Advisers Act applies to all officers, directors, and employees of Impresa Management and certain independent contractors that provide advisory services to Impresa Management. The Code contains provisions: (1) describing the fiduciary duty those subject to the Code have to Impresa Management’s Clients; (2) requiring those subject to the Code to comply with federal securities laws; (3) requiring those subject to the Code to report any violations of the Code to FMR LLC’s Ethics Office; and (4) requiring Impresa Management to provide all persons subject to the Code with a copy of the Code and any amendments, and requiring such persons to acknowledge receipt of the Code and that they understand and will comply with the applicable rules under the Code. All personnel of FMR LLC-affiliated entities who provide investment advisory services on behalf of, and through, Impresa Management are treated as employees of Impresa Management and subject to the Code.

In addition, the Code establishes securities reporting and transaction requirements for all Advisory Personnel who provide investment-related services to Impresa Management and their covered persons, including their spouses. More specifically, the Code: (i) requires employees and their covered persons to move their covered accounts to Fidelity Brokerage Services LLC unless an exception has been granted; (ii) requires reporting of transactions in covered securities on a quarterly basis; (iii) requires reporting of accounts and holdings of covered securities on an annual basis; (iv) prohibits purchases of securities in initial public offerings unless an exception has been approved; and (v) prohibits investments in limited offerings without prior approval.

Core features of the Code are generally applicable to all employees, officers and directors of Impresa Management and those independent contractors retained by Impresa Management to provide advisory services.

Impresa Management or an affiliate thereof may buy or sell for itself securities that it also recommends to Clients. In addition to the conditions of the Exemptive Order described previously, potential conflicts of interest in such transactions are governed by the Code’s requirement to pre-clear limited offerings. The Code establishes sanctions if its requirements are violated.

Impresa Management’s employees and independent contractors sometimes buy or sell for themselves securities that they also recommend to the Funds. These personal investments may give rise to potential or actual conflicts of interest and are governed by the Code. The Code establishes pre- clearance of certain securities and other requirements and sanctions if its requirements are violated. From time to time, a Client may also invest in a company in which an affiliate, employee or independent contractor (or family member of the foregoing) has a pre-existing investment or other commercial interest. Depending on the particular circumstances, positions may be taken by Impresa Management’s Advisory Personnel that are the same as, different from, or made at a different time than positions taken for a Client. The Code is supplemented by other relevant policies including the Policy on Inside Information and other written policies and procedures. From time to time, in connection with its business, Impresa Management may obtain material, non-public information that is usually not available to other investors or the general public. In compliance with applicable laws, Impresa Management’s Advisory Personnel retained by Impresa Management to provide advisory services are subject to a comprehensive set of policies and procedures that prohibit the use of material non-public information. In addition, Impresa Management’s employees and those independent contractors retained by Impresa Management to provide advisory services are subject to the Policy on Business Entertainment and Workplace Gifts, which is intended to set standards for business entertainment and gifts and help employees and such independent contractors make sound decisions with respect to these activities and ensure that the interests of Impresa Management’s Clients come first. Impresa Management Advisory Personnel retained by Impresa Management to provide advisory services are also subject to a policy regarding commercial bribery and bribery of government officials that prohibits directly or indirectly giving, offering, authorizing, promising, accepting, or receiving any bribe, facilitation payment, kickback, or payoff (whether in cash or any other form) with the intent to improperly obtain or retain business or any improper advantage.

For further detail regarding circumstances in which Impresa Management or a related person (a) recommends to clients, or buys or sells for client accounts, securities in which Impresa Management or a related person has a material financial interest, (b) invests in the same securities (or related securities) that Impresa Management or a related person recommends to clients, or (c) recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that an Impresa Management or a related person buys or sells the same securities for Impresa Management’s own (or the related person’s own) account, as well as related conflicts of interest, please see Other Financial Industry Activities and Affiliations above. Impresa Management will provide a copy of the Code to any client or prospective client upon request. please register to get more info

On a limited basis, Impresa Management engages in the sale of publicly traded securities on behalf of the Funds and sends such orders to FMR trading personnel to be placed with executing brokers. FMR does not charge for these services and the executing brokers charge customary transaction charges. The commissions from those trades are not used to pay for brokerage and research services. The Treasurer of Impresa Management or his designee reviews the execution of securities transactions and evaluates the reasonableness of the commissions charged in relation to the services provided. Impresa Management and FMR have a trading protocol that allows client orders by FMR and its affiliates to take priority over the trade orders of the Funds, which has the potential to create an execution disadvantage for Impresa Management Clients.

When feasible, orders of various accounts, including those of Impresa Management’s Clients, its affiliates’ clients, and proprietary accounts, are bunched for order entry and execution. FMR sometimes executes bunched orders through one or more brokers. The allotment of trades among brokers is based on a variety of factors, which may include price, order size, the time of order, the security and market activity. A bunched trade executed with a particular broker is generally allocated pro-rata among the accounts that participated in the bunched trade until any account has been filled. After any account has been filled, the trade is allocated pro-rata among any remaining accounts. Each broker’s execution of a bunched order may be at a price different than another broker’s bunched order execution price.

In executing orders on behalf of Impresa Management, FMR at times determines that bunching and allocating trade orders for execution is advantageous in reducing transaction costs and avoiding possible inequities that can arise when placing orders independently. In placing trade orders with FMR, Impresa Management relies on FMR policies and procedures that are reasonably designed to ensure that client transactions are not disadvantaged in the bunching and allocation of securities orders. The FMR trading desk executes its trading responsibilities in accordance with the applicable FMR Trade Allocation Policy.

Trade allocations may also be impacted by various regulatory requirements depending on where the trade is executed and what types of accounts are included in the trade. In such circumstances, some accounts will need to be prioritized over others when supply/demand is insufficient (e.g., client accounts receive priority of allocation over proprietary accounts).

From time-to-time, Impresa Management may request FMR trading personnel seek a block trade when prudent and advantageous to Clients (e.g. when one or more Clients hold a large quantity of shares of an issuer with relatively limited trading volume). Block trades can facilitate a quicker disposition of a Client’s investment than market sales, thereby limiting a Client’s exposure to market risk, but block trades often involve a discount to current market prices, which could result in a Client receiving less value from a block trade than it could have realized through one or a series of market sales. If multiple Clients are selling a security simultaneously through a bunched block sale, then such trade will be handled in accordance with Impresa’s procedures for bunched transactions as described above. Impresa Management maintains policies and procedures that address the identification and correction of errors. Impresa Management addresses and resolves errors based on the facts and circumstances and is not obligated to follow any single method of resolving errors. The determination of whether an incident constitutes an error is made by Impresa Management, in its sole discretion, based on the relevant facts and circumstances of each incident, considered in light of the applicable standard of care. If it has been determined that an error has occurred, the applicable Fund will be notified as soon as practicable and resolution of the error may include reimbursement to an account or allowing an account to keep a gain. The methodology for calculating a gain or a loss varies depending upon the facts and circumstances of the error. If Impresa Management determines that reimbursement to a Fund is appropriate, the Fund will be compensated as determined in good faith by Impresa Management. please register to get more info

The President or his designee periodically reviews each portfolio to ensure that the Clients’ accounts are invested in accordance with applicable policies, procedures and guidelines. Directors of Impresa Management review quarterly the holdings in the Funds’ accounts managed by Impresa Management and approve investment activity of the Investor Entities. Impresa Management does not provide management to individuals and does not provide financial planning services. Quarterly reports, including asset valuations, are delivered to investors in certain Funds managed by Impresa Management. In addition, qualified custodians send quarterly statements to an independent representative on behalf of investors for certain Funds. For other Funds, Impresa Management delivers annual audited financial statements. please register to get more info

Impresa Management does not, or a related person does not, either directly or indirectly, compensate any person for client referrals. please register to get more info

Impresa Management is deemed to have custody of the Funds’ assets (even though a qualified custodian serves as custodian). For Funds that are not subject to an annual audit, account statements are delivered directly on a quarterly basis from each qualified custodian to the beneficial owners or to an independent representative, if so designated. Beneficial owners or the independent representative should carefully review those account statements. In addition, these accounts are subject to independent verification each year by an independent public accountant, without prior announcement. For Funds that are subject to an annual audit, audited financial statements are obtained and delivered to investors in compliance with Rule 206(4)-2 of the Advisers Act. Impresa Management does not have custody of the assets of the ESCs, which are employees’ securities companies as defined under Section 2(a)(13) of the Investment Company Act of 1940. Audited financial statements for the Investor Entities are obtained and delivered to investors. please register to get more info

Impresa Management serves as investment adviser to the Funds and has discretionary investment authority to manage the Funds and certain affiliated entities. Each of the Funds is a separate advisory client of Impresa Management. Except for the Investor Entities that invest in the Private Funds, the investors in each of the Funds are not clients of Impresa Management. please register to get more info

The Funds generally make investments in private companies, purchased and sold in privately negotiated transactions, and generally do not purchase publicly traded securities. From time-to-time, Clients may hold publicly traded securities, which are typically acquired as the result of a private company’s initial public offering or through its acquisition by a public company. It is through the ownership of these publicly traded securities by the Clients that Impresa Management occasionally will be called upon to vote proxies.

Impresa Management maintains a written proxy voting policy that is reasonably designed to ensure that proxies are voted in the best interest of its Clients and to govern how Impresa Management addresses material conflicts between its interests and those of its Clients with respect to proxy voting.

Impresa Management has authority and discretion to vote proxies under an investment management agreement with certain of its respective Clients, or in its capacity as ultimate general partner or manager. Impresa Management votes proxies with a long-term perspective in a manner intended to maximize value to the Clients or otherwise in the best interest of the Clients, and does so without regard to its relationship to other FMR LLC-affiliated companies. Except as set forth in the proxy voting policy, Impresa Management generally votes in favor of routine management proposals and evaluates shareholder proposals by their likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.

Impresa Management addresses the potential conflicts of interest related to voting proxies for Fidelity mutual fund shares held by the Funds by “echo voting.” Echo voting is the practice of voting proxies in favor of or against proposals in the same proportion as other shareholders. This essentially allows votes to count toward a quorum but not impact the outcome. In addition, if any person involved in the analysis or voting of proxies has knowledge of, or has reason to believe there exists, any potential conflict relating to a proxy vote, such person can notify Impresa Management’s Chief Compliance Officer or designee, or certain other officers of such potential conflict. Impresa Management’s Chief Compliance Officer or designee, or certain other officers will analyze such potential conflict and consult with counsel to the extent necessary. If the Chief Compliance Officer or designee, or certain other officers determine that a material conflict of interest exists, Impresa Management resolves the conflict in accordance with the proxy voting policy. Limited partners or members of the Funds should contact Impresa Management directly to obtain a copy of its proxy voting policy and for information on how proxies were voted. please register to get more info

Impresa Management does not require or solicit pre-payment of advisory fees six months or more in advance. Furthermore, there are no financial conditions that are reasonably likely to impair Impresa Management’s ability to meet any of its contractual commitments to its Clients, and Impresa Management has not been the subject of a bankruptcy proceeding.
REQUIREMENTS FOR STATE-REGISTERED ADVISERS
Impresa Management is not registered with any state securities authority. please register to get more info