Name, Age; Principal Occupation*

Dennis J. Dirks (59)

Year of Election or Appointment: 2005

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺

Dennis J. Dirks (1948)

Trustee. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as Trustee of other Fidelity^® funds. Prior to his retirement in May 2003, Mr. Dirks served as Chief Operating Officer and as a member of the Board of The Depository Trust & Clearing Corporation (financial markets infrastructure), President, Chief Operating Officer and a member of the Board of The Depository Trust Company (DTC), President and a member of the Board of the National Securities Clearing Corporation (NSCC), Chief Executive Officer and a member of the Board of the Government Securities Clearing Corporation and Chief Executive Officer and a member of the Board of the Mortgage-Backed Securities Clearing Corporation. Mr. Dirks currently serves as a member of the Finance Committee (2016-present) and Board (2017-present) and is Treasurer (2018-present) of the Asolo Repertory Theatre.

Donald F. Donahue (1950)

Mr. Donahue also serves as Trustee of other Fidelity^® funds. Mr. Donahue serves as President and Chief Executive Officer of Miranda Partners, LLC (risk consulting for the financial services industry, 2012-present). Previously, Mr. Donahue served as Chief Executive Officer (2006-2012), Chief Operating Officer (2003-2006) and Managing Director, Customer Marketing and Development (1999-2003) of The Depository Trust & Clearing Corporation (financial markets infrastructure). Mr. Donahue currently serves as a member (2007-present) andCo-Chairman (2016-present) of the Board of United Way of New York, a member of the Board of NYC Leadership Academy (2012-present) and a member of the Board of Advisors of Ripple Labs, Inc. (financial services, 2015-present). Mr. Donahue previously served as a member of the Advisory Board of certain Fidelity^® funds (2015-2018).

Vicki L. Fuller (1957)

Ms. Fuller also serves as Member of the Advisory Board of other Fidelity^® funds. Previously, Ms. Fuller served as Chief Investment Officer of the New York State Common Retirement Fund (2012-2018) and held a variety of positions at AllianceBernstein L.P. (global asset management, 1985-2012), including Managing Director (2006-2012) and Senior Vice President and Senior Portfolio Manager (2001-2006). Ms. Fuller currently serves as a member of the Board, Audit Committee and Nominating and Governance Committee of The Williams Companies, Inc. (natural gas infrastructure, 2018-present) and as a member of the Board of Treliant, LLC (consulting, 2019-present).

Patricia L. Kampling (1959)

Ms. Kampling also serves as Member of the Advisory Board of other Fidelity^® funds. Prior to her retirement, Ms. Kampling served as Chairman of the Board and Chief Executive Officer (2012-2019), President and Chief Operating Officer (2011-2012) and Executive Vice President and Chief Financial Officer (2010-2011) of Alliant Energy Corporation. Ms. Kampling currently serves as a member of the Board, Compensation Committee and Executive Committee and as Chair of the Audit Committee of Briggs & Stratton Corporation (manufacturing, 2011-present) and as a member of the Board, Audit, Finance and Risk Committee and Safety, Environmental, Technology and Operations Committee of American Water Works Company, Inc. (utilities company, 2019-present). In addition, Ms. Kampling currently serves as a member of the Board of the Nature Conservancy, Wisconsin Chapter (2019-present). Previously, Ms. Kampling served as a member of the Board of Interstate Power and Light Company (2012-2019) and Wisconsin Power and Light Company (2012-2019) (each a subsidiary of Alliant Energy Corporation) and as a member of the Board and Workforce Development Committee of the Business Roundtable (2018-2019).

Alan J. Lacy (1953)

Mr. Lacy also serves as Trustee of other Fidelity^® funds. Previously, Mr. Lacy served as Senior Adviser (2007-2014) of Oak Hill Capital Partners, L.P. (private equity), Chief Executive Officer (2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation (retail), Chief Executive Officer and Chairman of the Board of Sears, Roebuck and Co. (retail, 2000-2005) and Chairman (2014-2017) and a member of the Board (2010-2017) of Dave & Buster’s Entertainment, Inc. (restaurant and entertainment complexes). Mr. Lacy currently serves as a member of the Board of Bristol-Myers Squibb Company (global pharmaceuticals, 2008-present), Trustee of the California Chapter of The Nature Conservancy (2015-present) and a member of the Board of the Center for Advanced Study in the Behavioral Sciences at Stanford University (2015-present).

Ned C. Lautenbach (1944)

Chairman of the Independent Trustees

Mr. Lautenbach also serves as Trustee of other Fidelity^® funds. Mr. Lautenbach currently serves as Chair of the Board of Governors, State University System of Florida (2013-present) and is a member of the Council on Foreign Relations (1994-present). He is also a member and has in the past served as Chairman of the Board of Directors of Artis-Naples (2012-Present). Previously, Mr. Lautenbach served as a member and then Lead Director of the Board of Directors of Eaton Corporation (diversified industrial, 1997-2016). He was also a Partner at Clayton, Dubilier & Rice, LLC (private equity investment, 1998-2010); as well as Director of Sony Corporation (2006-2007). In addition, Mr. Lautenbach had a30-year career with IBM (technology company), during which time he served as Senior Vice President and as a member of the Corporate Executive Committee (1968-1998).

Joseph Mauriello (1944)

Mr. Mauriello also serves as Trustee of other Fidelity^® funds. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005) and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services, 1965-2005). Mr. Mauriello currently serves as a member of the Independent Directors Council Governing Council (2015-present). Previously, Mr. Mauriello served as a member of the Board of XL Group plc. (global insurance andre-insurance, 2006-2018).

Cornelia M. Small (1944)

Ms. Small also serves as Trustee of other Fidelity^® funds. Previously, Ms. Small served as Chief Investment Officer, Director of Global Equity Investments and a member of the Board of Scudder, Stevens & Clark and Scudder Kemper Investments. Ms. Small previously served as a member of the Board (2009-2019) and Chair of the Investment Committee (2010-2019) of the Teagle Foundation and a member of the Investment Committee of the Berkshire Taconic Community Foundation (2008-2019).

Garnett A. Smith (1947)

Mr. Smith also serves as Trustee of other Fidelity^® funds. Prior to his retirement, Mr. Smith served as Chairman and Chief Executive Officer (1990-1997) and President (1986-1990) of Inbrand Corp. (manufacturer of personal absorbent products). Prior to his employment with Inbrand Corp., he was employed by a retail fabric chain and North Carolina National Bank (now Bank of America). Mr. Smith previously served as a member of the Advisory Board of certain Fidelity^® funds (2012-2013).

David M. Thomas (1949)

Mr. Thomas also serves as Trustee of other Fidelity^® funds. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). Mr. Thomas currently serves asNon-Executive Chairman of the Board of Fortune Brands Home and Security (home and security products, 2011-present) and a member of the Board (2004-present) and Presiding Director (2013-present) of Interpublic Group of Companies, Inc. (marketing communication).

Susan Tomasky (1953)

Ms. Tomasky also serves as Member of the Advisory Board of other Fidelity^® funds. Prior to her retirement, Ms. Tomasky served in various executive officer positions at American Electric Power Company, Inc. (1998-2011), including most recently as President of AEP Transmission (2007-2011). Ms. Tomasky currently serves as a member of the Board and Sustainability Committee and as Chair of the Audit Committee of Marathon Petroleum Corporation (2018-present) and as a member of the Board, Corporate Governance Committee and Organization and Compensation Committee and as Chair of the Audit Committee of Public Service Enterprise Group, Inc. (utilities company, 2012-present). In addition, Ms. Tomasky currently serves as a member of the Board of the Columbus Regional Airport Authority (2007-present), as a member of the Board of the Royal Shakespeare Company – America (2009-present), as a member of the Board of the Columbus Association for the Performing Arts (2011-present) and as a member of the Board of Kenyon College (2016-present). Previously, Ms. Tomasky served as a member of the Board (2011-2019) and as Lead Independent Director (2015-2018) of Andeavor Corporation (previously Tesoro Corporation) (independent oil refiner and marketer) and as a member of the Board of Summit Midstream Partners LP (energy, 2012-2018).

Michael E. Wiley (1950)

Mr. Wiley also serves as Trustee or Member of the Advisory Board of other Fidelity^® funds. Previously, Mr. Wiley served as Chairman, President and CEO of Baker Hughes, Inc. (oilfield services, 2000-2004). Mr. Wiley currently serves as a member of the Board of High Point Resources (exploration and production, 2005-present). Previously, Mr. Wiley served as a member of the Board of Andeavor Corporation (independent oil refiner and marketer, 2005-2018) and a member of the Board of Andeavor Logistics LP (natural resources logistics, 2015-2018).

* Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.

[As of November 30, 2007,[    ], the Trustees and nominees for election as TrusteesTrustee and the officers of the trusts and each fund owned, in the aggregate, less than 1% of each fund'sfund’s outstanding shares.]

<R>[During the period May 1, 2018 through February 1, 2006 through November 30, 2007,29, 2020, no transactions were entered into by Trustees and nominees as Trustee of the holderstrust involving more than 1% of Voting Common Stockthe voting common,non-voting common and Series A Preferred Stockequivalent stock, or preferred stock of FMR Corp. approved the mandatory conversion of each share of Series A Preferred Stock into a proportionate amount of Non-Voting Common Stock, cash, and an interest-bearing promissory note. LLC.]

The conversion did not change the number of shareholders and did not result in a change in proportionate ownership among the shareholders. In transactions during the period February 1, 2006 through November 30, 2007, a trust for the benefit of Edward C. Johnson 3d and members of his family sold 1,347,747 shares of FMR Corp. securities to Massachusetts Institute of Technology, Yale University, Children's Medical Center and Fidelity Non-Profit Management Foundation for the aggregate cash consideration of $279,550,000. FMR Corp. merged with and into FMR LLC on October 1, 2007.</R>

If elected, the Trustees will hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at leasttwo-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) a Trustee may be removed at any special meeting of shareholders by atwo-thirds vote of the outstanding voting securities of the trust. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 72^nd75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. In case a vacancy shall for any reason exist, the remaining Trustees will fill such vacancy by appointing another Trustee, so long as, immediately after such appointment, at leasttwo-thirds of the Trustees have been elected by shareholders. If, at any time, less than a majority of the Trustees holding office has been elected by the shareholders, the Trustees then in office will promptly call a shareholders'shareholders’ meeting for the purpose of electing a Board of Trustees. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees.

Appendix H sets forth the number of Board meetings held during each fund’s last fiscal year.

For more information about the current Trustees who are not nominees in this Proxy Statement, refer to the section entitled “Trustees, Advisory Board Members, hold office without limit in time except that any Advisory Board Member may resign or may be removed by a vote of a majorityand Officers of the Trustees at any regular meeting or any special meeting of the Trustees.

<R>Each trust's Board, which is currently composed of 2 Interested Trustees and 9 Independent Trustees, met 11 times (10 times for the funds with fiscal years ended December 31, 2007) during each fund's most recent fiscal year (see Appendix A for a list of the funds' fiscal year ends). Following the implementation of the two-Board structure for all Fidelity funds, it is expected that the Trustees of the equity and high income Board will initially include 2 interested and 8 Independent Trustees, and will meet at least 9 times a year at regularly scheduled meetings.Funds.” For information onabout the currentfunds’ Board structure and proposedrisk oversight function, and current standing committees of the funds'funds’ Trustees, refer to the section entitled "Standing“Board Structure and Oversight Function and Standing Committees of the Funds' Trustees" beginning on page<Click Here>.</R>Funds’ Trustees.”

The dollar range of equity securities beneficially owned as of December 31, 2007[    ] by each nominee and Trustee in each fund and in all funds in the aggregate within the same fund family overseen or to be overseen by the nominee or Trustees is included in Appendix F.I.

Trustee compensation information for each fund covered by this proxy statementProxy Statement is included in Appendix G.J.

The Board of Trustees recommends that shareholders vote FOR Proposal 1.

PROPOSAL 2

<R>2. TO AMEND THE DECLARATION OF TRUSTCONVERT A FUNDAMENTAL INVESTMENT POLICY TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS.ANON-FUNDAMENTAL INVESTMENT POLICY</R>

<R>Each funds' Declarationfund listed in Appendix B

The investment policy for each fund set forth in Appendix K (Policy) is “fundamental,” meaning that it may only be changed by a vote of Trust currently provides that a majorityshareholders of the shares entitledfund. Each such Policy sets forth the fund’s investment objective and, in certain cases, related policy language. The Board of Trustees recommends that shareholders approve the proposal to vote shallmake each Policynon-fundamental.

Because each fund’s Policy can only be changed with shareholder approval, it can be difficult, expensive and time consuming for a quorum forfund to revise its Policy in response to changes in the transactionmarket. If approved, this change will allow the Board of business at a shareholders' meeting. As amended,Trustees to change each Declaration of Trust (Article VIII, Section 3) would reducefund’s Policy without the quorum required to one-third of the shares entitled to vote.</R>

<R>Lowering the quorum requirement will facilitate holding shareholder meetings to approve important matters necessary for the conductdelay and expense of a trust's business, such asshareholder vote. If in the election of Trustees. When not enough shareholders vote, a trust may be forced to adjourn meetings multiple times and incur the expense of additional shareholder solicitations and proxy solicitors in order to obtain the shareholder vote necessary to hold a meeting. The reduced quorum requirement is not prohibited by Massachusetts or federal law.</R>

<R>Although the lower quorum requirement will allow for the approval of some matters by shareholders constituting less than a majority of the outstanding shares, certain other proposals will still require a higher number of shares to be voted to meet the threshold required to approve the proposal. For example, the Investment Company Act of 1940 (1940 Act) requires that certain items, such as management contracts and 12b-1 plans, be approved by a majority of a fund's outstanding voting securities. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at a shareholder meeting or represented by proxyfuture, if the holdersBoard of more than 50%Trustees approves a change to a fund’s Policy, shareholders would receive notice of such change and the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The reduced quorum requirementfund’s prospectus would be updated accordingly. If this proposal is approved, shareholders will not affect such matters.</R>

<R>Shareholders have the right to vote on any Declarationfuture change to a fund’s Policy. Converting each Policy tonon-fundamental would bring the funds in line with industry practice as well as with the practices of Trust amendment affecting their rightcertain other Fidelity funds and could potentially avoid entirely, or reduce, future proxy costs and provide greater flexibility for evolution over time. There is no present intention to vote or onchange the way in which any matter submittedfund is currently managed if the proposal is approved.

In connection with this proposal, the Board of Trustees also recommends that shareholders approve changes to the shareholders byPolicy for each of Fidelity 500 Index Fund, Fidelity Flex 500 Index Fund, and Fidelity Magellan Fund in order to removenon-standard and unnecessary language, as set forth in the Trustees. On May 17, 2007, the Trustees approved the proposed amendment and also authorized its submission to each trust's shareholders for their approval at this Meeting.</R>

<R>If approved, Article VIII, Section 3 of each Declaration of Trust will be amended as follows (newchart below (strikethrough language is underlined; language to be deleteddeleted). These proposed changes are a streamlining measure and are not presently intended to affect how each fund is [bracketed]): </R>

<R>ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS</R>

<R>QUORUM AND REQUIRED VOTE</R>

<R>Section 3.Except whenmanaged. For all other funds, the existing Policy as it appears in Appendix K would become a higher quorum is required by any provision of this Declaration of Trust or the Bylaws, one-third [A majority] of Shares entitled to vote in person or by proxy shall be a quorumnon-fundamental policy for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any Series or Class shall vote as a Series or Class thenone-third [a majority] of the aggregate number of Shares of that Series or Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting,fund without the necessity ofneed for further notice. Except when a larger vote is required by applicable law or by any provision of this Declaration of Trust or the Bylaws, if any, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any Series or Class shall vote as a Series or Class, then a majority of the Shares of that Series or Class voted on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act by unanimous written consent. Actions taken by a Series or Class may be consented to unanimously in writing by Shareholders of that Series or Class.</R>revision.

<R>

Fidelity 500 Index Fund		Fidelity 500 Index Fund seeks to provide investment results that correspond to the total return (i.e., the combination of capital changes and income) performance of common stocks publicly traded in the United States. The S&P 500 Index broadly represents the performance of common stocks publicly traded in the United States. In the future, the Adviser may, subject to shareholders’ approval and 30 days’ notice, select another index if that index is deemed more representative of the performance of U.S. common stocks.
Fidelity Flex 500 Index Fund		Fidelity Flex 500 Index Fund seeks to provide investment results that correspond to the total return (i.e., the combination of capital changes and income) performance of common stocks publicly traded in the United States. The S&P 500 Index broadly represents the performance of common stocks publicly traded in the United States. In the future, the Adviser may, subject to shareholders’ approval and 30 days’ notice, select another index if that index is deemed more representative of the performance of U.S. common stocks.
Fidelity Magellan Fund		Fidelity Magellan Fund seeks capital appreciation through investments in securities of domestic, foreign, and multinational issuers. The fund normally invests primarily in common stock and securities convertible into common stock, but may also invest in other types of securities in seeking its objective. No more than 40% of the fund’s assets may be invested in companies operating exclusively in any one foreign country. No emphasis is placed on dividend income except when the Adviser believes this income will have a favorable influence on the market value of the security.

Conclusion. The Board of Trustees of each trust has concluded that the proposal will benefit the trusteach fund and its shareholders.The Trustees recommend voting FOR the proposal. The amended Declaration of Trust will become effective upon shareholder approval. If the proposalconversion of the Policy from fundamental tonon-fundamental is approved by a fund’s shareholders, the change (including the additional changes described above for Fidelity 500 Index Fund, Fidelity Flex 500 Index Fund, and Fidelity Magellan Fund) will take effect in conjunction with the fund’s next annual prospectus revision. If Proposal 2 is not approved by a fund’s shareholders, of a trust, the Declaration of TrustPolicy will remain unchanged.</R>a fundamental policy for that fund.

PROPOSAL 3

TO MODIFY A FUNDAMENTAL INVESTMENT POLICY<R>

Fidelity Advisor Semiconductors Fund

The purpose of this proposal is to modify Fidelity Advisor Semiconductors Fund’s fundamental investment policy to reflect that it invests primarily in securities of companies engaged in the semiconductors industries, rather than companies engaged in the electronics industries more broadly. The changes to the fundamental investment policy will not affect how the fund is managed.

Fidelity Advisor Semiconductors Fund has a fundamental policy of investing primarily in companies engaged in the design, manufacture, or sale of electronic components (semiconductors, connectors, printed circuit boards and other components); equipment vendors to electronic component manufacturers; electronic component distributors; and electronic instruments and electronic systems vendors. Because this “invest primarily” policy is fundamental, it can only be changed by a vote of the fund’s shareholders.

The fund also has a narrower policy of investing primarily in companies engaged in the design, manufacture, or sale of semiconductors and semiconductor equipment. The policy is anon-fundamental policy that can be changed without a vote of the fund’s shareholders. The fund has a policy to invest at least 80% of its assets in securities of companies principally engaged in these activities. The fund’s 80% policy can be changed without a vote only upon 60 days’ prior notice to shareholders of the fund.

The narrower policy is consistent with the fund’s name, which was changed from Fidelity Advisor Electronics Fund to Fidelity Advisor Semiconductors Fund in October 2016 to better communicate the fund’s long-term investment focus and positioning in the marketplace. The electronics industry has evolved dramatically over the past few decades and the term “electronics” is a broad term that could apply to many companies in many different industries. In contrast, the term “semiconductors” more fully describes the fund’s investment focus on companies engaged in the design, manufacture or sale of semiconductors and related products and of semiconductor equipment.

The Board of Trustees recommends that shareholders approve a modification to the fund’s fundamental “invest primarily” policy to reflect the more narrow investment focus of the fund, as set forth in the chart below (3. bold languageis to be added andstrikethrough language is to be deleted). If the modification is approved, the fund’s fundamental “invest primarily” policy will match its currentnon-fundamental investment policy. As a result, thenon-fundamental investment policy would no longer be necessary and would be removed.

Fidelity Advisor Semiconductors Fund		The fund has a policy of investing primarily in companies engaged in the design, manufacture, or sale ofsemiconductors and semiconductor equipmentelectronic components (semiconductors, connectors, printed circuit boards and other components); equipment vendors to electronic component manufacturers; electronic component distributors; and electronic instruments and electronic systems vendors.

Conclusion. The Board of Trustees has concluded that the proposal will benefit Fidelity Advisor Semiconductors Fund and its shareholders.The Trustees recommend voting FOR the proposal. If the modification of the fundamental “invest primarily” policy is approved by shareholders, the change (including the removal of thenon-fundamental policy described above) will take effect in conjunction with the fund’s next annual prospectus revision. If Proposal 3 is not approved by the fund’s shareholders, the fundamental “invest primarily” policy will remain unchanged, and the fund will continue to have a separate, narrowernon-fundamental “invest primarily” policy. For Proposals 3 and 4, neither proposal is contingent on one another, meaning that a proposal will be implemented if approved by the fund’s shareholders, even if its shareholders have not also approved the other proposal.

PROPOSAL 4

TO MODIFY THE FUND’S FUNDAMENTAL CONCENTRATION POLICY

Fidelity Advisor Semiconductors Fund

The purpose of this proposal is to modify the industry concentration policy for Fidelity Advisor Semiconductors Fund to better reflect its investment focus. The 1940 Act requires funds to state a policy regarding concentration of investments in a particular industry, and to make the policy fundamental (changeable only by shareholder vote). The SEC has taken the position that a fund that invests more than 25% of its total assets in a particular industry is concentrating its investments.

Fidelity Advisor Semiconductors Fund has a fundamental concentration policy that refers generically to its investment strategy, while the concentration policies for other Fidelity sector funds cite specific industries. The Board of Trustees, including the Independent Trustees, has approved, and recommends that shareholders approve, proposed changes to the fund’s concentration policy to standardize the approach with that used by the other Fidelity sector funds.

As described above in Proposal 3, the fund is designed to offer targeted exposure to the securities of companies principally engaged in the design, manufacture, or sale of semiconductors and semiconductor equipment. By modifying the concentration policy as proposed, the fund’s concentration policy will specifically cite the fund’s name while providing flexibility in determining whether an issuer is principally engaged in activities related to the semiconductors industries. The proposed concentration policy would simply describe more explicitly how the fund already invests. There is no present intention to change the way in which the fund is currently managed or otherwise change its investment policies if the proposal is approved by the fund’s shareholders.

The proposed changes to the fund’s concentration policy are set forth in the chart below (bold languageis to be added andstrikethrough language is to be deleted). The fund’s concentration policy would continue to be subject to the “look through” and other interpretive disclosure included in the fund’s current statement of additional information.

Conclusion.The Board of Trustees has concluded that the proposal will benefit Fidelity Advisor Semiconductors Fund and its shareholders.The Trustees recommend voting FOR the proposal. If the modification to the fundamental concentration policy is approved by shareholders, the change will take effect in conjunction with the fund’s next annual prospectus revision. If the modification to the fundamental concentration policy is not approved by the fund’s shareholders, the existing concentration policy will remain in effect for the fund. For Proposals 3 and 4, neither proposal is contingent on one another, meaning that a proposal will be implemented if approved by the fund’s shareholders, even if its shareholders have not also approved the other proposal.

PROPOSAL 5

SHAREHOLDER PROPOSAL CONCERNING "OVERSIGHTREQUESTING THAT THE BOARD OF TRUSTEES INSTITUTE PROCEDURES TO SCREEN OUTAVOID HOLDING INVESTMENTS IN COMPANIES THAT, IN THEMANAGEMENT’S JUDGMENT, OF THE BOARD, SUBSTANTIALLY CONTRIBUTE TO GENOCIDE PATTERNS OF EXTRAORDINARY AND EGREGIOUS VIOLATIONS OF HUMAN RIGHTS, OR CRIMES AGAINST HUMANITY."HUMANITY</R>

<R>Certain shareholders ofFidelity 500 Index Fund, Fidelity Balanced Fund, Fidelity Blue Chip Growth Fund, Fidelity Capital & Income Fund, Fidelity Capital Appreciation Fund, Fidelity Contrafund, Fidelity Convertible Securities Fund, Fidelity Diversified International Fund, Fidelity Dividend Growth Fund, Fidelity Equity Dividend Income Fund, Fidelity Equity-Income Fund, Fidelity Export and Multinational Fund, Fidelity Growth & Income Portfolio, Fidelity Low-PricedGrowth Company Fund, Fidelity Independence Fund, Fidelity International Discovery Fund, Fidelity International Index Fund, Fidelity Leveraged Company Stock Fund Fidelity Puritan Fund, Fidelity Real Estate Investment Portfolio, Select Health Care Portfolio, and Fidelity UtilitiesLow-Priced Stock Fund

Certain shareholders of above listed funds (for purposes of Proposal 3,5 only, each a "Fund"“Fund”) have advised the Funds that they intend to present the following shareholder proposal at the Meeting. For the reasons set forth after the proposal, the Board of Trustees recommends a vote "AGAINST"“AGAINST” the proposal. No Fund is responsible for the contents of the proposal or the supporting statements. A Fund will provide the names, addresses, and shareholdings (to the Fund'sFund’s knowledge) of the proponents of a shareholder proposal upon written request sent to the Secretary of the Fund, attention "Fund“Fund Shareholder Meetings," 82 Devonshire” 245 Summer Street, Mailzone V10A, Boston, Massachusetts 02109,02210, or by calling1-617-563-9021.</R>

<R>WHEREAS:</R>Proposal

<R>Fidelity portfolio managers make their investment decisions based on business and financial considerations, and seemWHEREAS, we believe that:

RESOLVED

Shareholders request that the Board institute transparent procedures to ignore other issues unless they conflict with legal standards. Evenavoid holding investments in the face ofcompanies that, in management’s judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights, apparently no ethical guidelines regulate Fidelity portfolio manager's investment choices.</R>

<R>As of August 2007, Fidelity was one of the world's largest holders of PetroChina shares. We believe PetroChina's closely related parent, the China National Petroleum Company, is providing funding the Government of Sudan's military needs to conduct genocide in Darfur.</R>

<R>Thus, ordinary individuals, through their investments in Fidelity, inadvertently invest in companies funding genocide. Since no policy prevents these investments, holdings in theserights. Such procedures may include time-limited engagement with problem companies may increase or involve new offerings in the future.</R>if management believes that their behavior can be changed.

<R>In a 2007 study by KRC Research, 71% of respondents said companies should take extreme cases of human rights abuses such as genocide into account rather than base investment decisions solely on economic criteria.</R>* * *

<R>In our opinion Fidelity has become a symbol of investor irresponsibility by refusing to consider even extreme ethical issues when making investment decisions. Its damaged reputation can impact employee morale, increase its cost to acquire customers, reduce the shareholder base for distributing expenses, and diminish the value of shareholder investments.</R>

<R>There is no compelling reason to invest in companies that fund genocide. There are ample alternative opportunities for investment and the firm's returns are more impacted by overall asset allocation, sector, and style choices than the individual companies selected.</R>

<R>Repeated attempts to engage Fidelity on this issue have not resulted in policy changes or recognized standards of ethical responsibility.</R>

<R>Stock divestment has proven effective at modifying policies of foreign governments. For example, the campaign against Talisman Energy contributed to the January 2005 Comprehensive Peace Agreement between Khartoum and South Sudan.</R>

<R>RESOLVED:</R>

<R>In order to ensure that Fidelity is an ethically managed company that respects the spirit of international law and is a responsible member of society, shareholders request that the Board institute oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity. </R>

<R>DISCUSSION:</R>

<R>This resolution requests procedures to avoid future investments in companies complicit in genocide. Funds with existing investments in problem companies have two acceptable options. If the holding is substantial enough that the fund can effectively influence the problem company's management and the company is receptive to engagement then this may be appropriate, if the holding is relatively small or the problem company does not respond adequately to engagement efforts, then shares should be sold.</R>

<R>Statement of Opposition</R>

<R>The Fidelity FundsEquity and High Income Board of Trustees recommends that you vote "AGAINST"AGAINST this proposal.</R>

<R>

Fidelity, as investment adviser to the Fund,Funds, seeks to achieve the best investment results for theeach Fund consistent with the stated investment policies of the relevant Fund. In doing so, Fidelity is obligated to limit the Fund'ssuch Fund’s investments to holdings that are lawful under the laws of the United States. The Fidelity FundsEquity and High Income Board of Trustees has procedures in place to review Fidelity'sfund performance as investment adviser to the Fund,Funds, including the Fund'seach Fund’s compliance with all applicable laws. </R>

<R>United States law prohibits investments in companies owned or controlled by the government of Sudan. FMRFidelity is committed to complying fully with these investment sanctions andapplicable law, including any additional investment sanctions that the United States government might enact with respect to companies doing business in Sudan or any other country. </R>enact.

<R>The Fidelity FundsEquity and High Income Board of Trustees recognizes and respects that investors, including those investing in this Fund,the Funds, have other investment opportunities open to them should they wish to avoid investments in certain companies or countries. Shareholders of the Fund,Funds, however, have chosenchoose to invest in this Fund based on itsthe specific stated investment policies.policies of the relevant fund. If adopted, this proposal would limit investments by the FundFunds that would be lawful under the laws of the United States. For this reason, the Board of Trustees recommends that you vote "AGAINST"AGAINST this proposal. </R>

PROPOSAL 6

SHAREHOLDER PROPOSAL REQUESTING THAT THE BOARD OF TRUSTEES INSTITUTE PROCEDURES TO AVOID HOLDING INVESTMENTS IN COMPANIES THAT, IN MANAGEMENT’S JUDGMENT, SUBSTANTIALLY CONTRIBUTE TO GENOCIDE OR CRIMES AGAINST HUMANITY

Fidelity Overseas Fund and Fidelity Telecom and Utilities Fund

Certain shareholders of the Fidelity Overseas Fund and Fidelity Telecom and Utilities Fund (for purposes of Proposal 6 only, each a “Fund”) have advised the Funds that they intend to present the following shareholder proposal at the Meeting. For the reasons set forth after the proposal, the Board of Trustees recommends a vote “AGAINST” the proposal. No Fund is responsible for the contents of the proposal or the supporting statements. A Fund will provide the names, addresses, and shareholdings (to the Fund’s knowledge) of the proponents of a shareholder proposal upon written request sent to the Secretary of the Fund, attention “Fund Shareholder Meetings,” 245 Summer Street, Mailzone V10A, Boston, Massachusetts 02210, or by calling1-617-563-9021.

Proposal

WHEREAS

We believe that:

b)

Avoiding problem companies need not significantly affect investment performance, as shown in Gary Brinson’s classic asset allocation study.

RESOLVED

Shareholders request that the Board institute transparent procedures to avoid holding or recommending investments in companies that, in management’s judgment, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.

* * *

Statement of Opposition

The Fidelity Equity and High Income Board of Trustees recommends that you vote AGAINST this proposal.

Fidelity, as investment adviser to the Funds, seeks to achieve the best investment results for each Fund consistent with the stated investment policies of the relevant Fund. In doing so, Fidelity is obligated to limit such Fund’s investments to holdings that are lawful under the laws of the United States. The Fidelity Equity and High Income Board of Trustees has procedures in place to review fund performance as investment adviser to the Funds, including each Fund’s compliance with all applicable laws.

Fidelity is committed to complying fully with applicable law, including any investment sanctions that the United States government might enact.

The Fidelity Equity and High Income Board of Trustees recognizes and respects that investors, including those investing in the Funds, have other investment opportunities open to them should they wish to avoid investments in certain companies or countries. Shareholders of the Funds, however, choose to invest based on the specific stated investment policies of the relevant fund. If adopted, this proposal would limit investments by the Funds that would be lawful under the laws of the United States. For this reason, the Board of Trustees recommends that you vote AGAINST this proposal.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons therein designated.

TRUSTEES, ADVISORY BOARD MEMBERS, AND EXECUTIVE

OFFICERS OF THE FUNDS**

<R>Alan J. Lacy, Peter S. Lynch, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley,Appendix G shows the composition of the Board of Trustees of each trust and David M. Thomas are currently Members of the Advisory Board Members, if any, of the trusts.each trust. The executive officers of the funds include: WalterElizabeth Paige Baumann, Craig S. Brown, John J. Burke III, William C. Donovan, Bruce T. Herring, BrianCoffey, Timothy M. Cohen, Jonathan Davis, Laura M. Del Prato, Colm A. Hogan, Robert A. Lawrence, Eric D. Roiter, Scott C. Goebel,Pamela R. Stephen Ganis, Joseph B. Hollis, Kenneth A. Rathgeber, Bryan A. Mehrmann, Kimberley H. Monasterio, Peter L. Lydecker, Paul M. Murphy,Holding, Cynthia Lo Bessette, Chris Maher, Kenneth B. Robins, Robert G. Byrnes,Stacie M. Smith, Marc L. Spector, and Gary W. Ryan.Jim Wegmann. Additional information about Alan J.Messrs. Dirks, Donahue, Lacy, JosephLautenbach, Mauriello, Michael E.Smith, Thomas, and Wiley and David M. ThomasMses. Fuller, Kampling, Small, and Tomasky can be found in Proposal 1. Additional information about Messrs. Arthur E. JohnsonChiel and Curvey, Peter S. Lynch, and other executivethe officers of the funds can be found in the following table. </R>

Interested Trustees*:

Correspondence intended for a Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.

Name, Year of Birth; Principal Occupations and Other Relevant Experience⁺

Jonathan Chiel (1957)

Mr. Chiel also serves as Trustee of other Fidelity^® funds. Mr. Chiel is Executive Vice President and General Counsel for FMR LLC (diversified financial services company, 2012-present). Previously, Mr. Chiel served as general counsel (2004-2012) and senior vice president and deputy general counsel (2000-2004) for John Hancock Financial Services; a partner with Choate, Hall & Stewart (1996-2000) (law firm); and an Assistant United States Attorney for the United States Attorney’s Office of the District of Massachusetts(1986-95), including Chief of the Criminal Division (1993-1995). Mr. Chiel is a director on the boards of the Boston Bar Foundation and the Maimonides School.

James C. Curvey (1935)

Chairman of the Board of Trustees

Mr. Curvey also serves as Trustee of other Fidelity^® funds. Mr. Curvey is Vice Chairman (2007-present) and Director of FMR LLC (diversified financial services company). In addition, Mr. Curvey is an Overseer Emeritus for the Boston Symphony Orchestra, a Director of Artis-Naples, and a Trustee of Brewster Academy in Wolfeboro, New Hampshire. Previously, Mr. Curvey served as a Director of Fidelity Research & Analysis Co. (investment adviser firm, 2009-2018), Director of Fidelity Investments Money Management, Inc. (investment adviser firm, 2009-2014) and a Director of FMR and FMR Co., Inc. (investment adviser firms, 2007-2014).

Advisory Board Members and Officers:

The executive officers and Advisory Board Members hold office without limit in time, except that any officer or Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire245 Summer Street, Boston, Massachusetts 02109. Correspondence intended for Alan J. Lacy, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley,02210.

Name, Year of Birth; Principal Occupation

Peter S. Lynch (1944)

Mr. Lynch also serves as Member of the Advisory Board of other Fidelity^® funds. Mr. Lynch is Vice Chairman and David M. Thomas may be sent toa Director of Fidelity Management & Research Company LLC (investment adviser firm). In addition, Mr. Lynch serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund. Previously, Mr. Lynch served as Vice Chairman and a Director of FMR Co., Inc. (investment adviser firm) and on the Special Olympics International Board of Directors (1997-2006).

Elizabeth Paige Baumann (1968)

Year of Election or Appointment: 2017

Anti-Money Laundering (AML) Officer

Ms. Baumann also serves as AML Officer of other funds. She is Chief AML Officer (2012-present) and Senior Vice President (2014-present) of FMR LLC (diversified financial services company) and is an employee of Fidelity Investments. Previously, Ms. Baumann served as AML Officer of the funds (2012-2016), and Vice President (2007-2014) and Deputy Anti-Money Laundering Officer (2007-2012) of FMR LLC.

Craig S. Brown (1977)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Brown also serves as Assistant Treasurer of other funds. Mr. Brown is an employee of Fidelity Investments P.O. Box 55235, Boston, Massachusetts 02205-5235.(2013-present).

* Except as otherwise indicated, each individual has held the office shownChief Financial Officer of other funds. Mr. Burke serves as Head of Investment Operations for Fidelity Fund and Investment Operations (2018-present) and is an employee of Fidelity Investments (1998-present). Previously Mr. Burke served as head of Asset Management Investment Operations (2012-2018).

William C. Coffey (1969)

Year of Election or Appointment: 2019

Assistant Secretary

Mr. Coffey also serves as Assistant Secretary of other offices in the same company for the last five years.

<R>** FMR Corp. merged withfunds. He is Senior Vice President and intoDeputy General Counsel of FMR LLC on October 1, 2007. Any references to(diversified financial services company, 2010-present), and is an employee of Fidelity Investments. Previously, Mr. Coffey served as Secretary and CLO of certain funds (2018-2019); CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company and FMR Co., Inc. (investment adviser firms, 2018-2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2018-2019); CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2018-2019); and Assistant Secretary of certain funds (2009-2018).

Timothy M. Cohen (1969)

Year of Election or Appointment: 2018

Vice President

Mr. Cohen also serves as Vice President of other funds. Mr. Cohen serves asCo-Head of Equity (2018-present), a Director of Fidelity Management & Research (Japan) Limited (investment adviser firm, 2016-present), and is an employee of Fidelity Investments. Previously, Mr. Cohen served as Executive Vice President of Fidelity SelectCo, LLC (2019), Head of Global Equity Research (2016-2018), Chief Investment Officer—Equity and a Director of Fidelity Management & Research (U.K.) Inc. (investment adviser firm, 2013-2015) and as a Director of Fidelity Management & Research (Hong Kong) Limited (investment adviser firm, 2017).

Jonathan Davis (1968)

Year of Election or Appointment: 2010

Assistant Treasurer

Mr. Davis also serves as Assistant Treasurer of other funds. Mr. Davis serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and Associate General Counsel of FMR LLC for(diversified financial services company, 2003-2010).

Laura M. Del Prato (1964)

Year of Election or Appointment: 2018

Assistant Treasurer

Ms. Del Prato also serves as an officer of other funds. Ms. Del Prato is an employee of Fidelity Investments (2017-present). Prior to joining Fidelity Investments, Ms. Del Prato served as a Managing Director and Treasurer of the JPMorgan Mutual Funds (2014-2017). Prior to JPMorgan, Ms. Del Prato served as a partner at Cohen Fund Audit Services (accounting firm, 2012-2013) and KPMG LLP (accounting firm, 2004-2012).

Colm A. Hogan (1973)

Year of Election or Appointment: 2016

Deputy Treasurer

Mr. Hogan also serves as an officer of other funds. Mr. Hogan serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2005-present). Previously, Mr. Hogan served as Deputy Treasurer of certain Fidelity^® funds (2016-2020) and Assistant Treasurer of certain Fidelity^® funds (2016-2018).

Pamela R. Holding (1964)

Year of Election or Appointment: 2018

Vice President

Ms. Holding also serves as Vice President of other funds. Ms. Holding serves asCo-Head of Equity (2018-present) and is an employee of Fidelity Investments (2013-present). Previously, Ms. Holding served as Executive Vice President of Fidelity SelectCo, LLC (2019) and as Chief Investment Officer of Fidelity Institutional Asset Management (2013-2018).

Cynthia Lo Bessette (1969)

Year of Election or Appointment: 2019

Secretary and Chief Legal Officer (CLO)

Ms. Lo Bessette also serves as an officer of other funds. Ms. Lo Bessette serves as CLO, Secretary, and Senior Vice President of Fidelity Management & Research Company LLC (investment adviser firm, 2019-present); and CLO of Fidelity Management & Research (Hong Kong) Limited, FMR Investment Management (UK) Limited, and Fidelity Management & Research (Japan) Limited (investment adviser firms, 2019-present). She is a Senior Vice President and Deputy General Counsel of FMR LLC (diversified financial services company, 2019-present), and is an employee of Fidelity Investments. Previously, Ms. Lo Bessette served as CLO, Secretary, and Senior Vice President of FMR Co., Inc. (investment adviser firm, 2019); Secretary of Fidelity SelectCo, LLC and Fidelity Investments Money Management, Inc. (investment adviser firms, 2019). Prior to joining Fidelity Investments, Ms. Lo Bessette was Executive Vice President, General Counsel (2016-2019) and Senior Vice President, Deputy General Counsel (2015-2016) of OppenheimerFunds (investment management company) and Deputy Chief Legal Officer (2013-2015) of Jennison Associates LLC (investment adviser firm).

Chris Maher (1972)

Year of Election or Appointment: 2013

Assistant Treasurer

Mr. Maher also serves as an officer of other funds. Mr. Maher serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), and is an employee of Fidelity Investments (2008-present). Previously, Mr. Maher served as Assistant Treasurer of certain funds (2013-2020); Vice President of Asset Management Compliance (2013), Vice President of the Program Management Group of FMR (investment adviser firm, 2010-2013), and Vice President of Valuation Oversight (2008-2010).

Kenneth B. Robins (1969)

Year of Election or Appointment: 2016

Chief Compliance Officer

Mr. Robins also serves as an officer of other funds. Mr. Robins serves as Compliance Officer of Fidelity Management & Research Company LLC (investment adviser firm, 2016-present) and is an employee of Fidelity Investments (2004-present). Previously, Mr. Robins served as Compliance Officer of FMR Co., Inc. (investment adviser firm, 2016-2019), as Executive Vice President of Fidelity Investments Money Management, Inc. (investment adviser firm, 2013-2016) and served in other fund officer roles.

Stacie M. Smith (1974)

Year of Election or Appointment: 2016

President and Treasurer

Ms. Smith also serves as an officer of other funds. Ms. Smith serves as Assistant Treasurer of FMR Capital, Inc. (2017-present), is an employee of Fidelity Investments (2009-present), and has served in other fund officer roles. Prior to joining Fidelity Investments, Ms. Smith served as Senior Audit Manager of Ernst & Young LLP (accounting firm, 1996-2009). Previously, Ms. Smith served as Assistant Treasurer (2013-2019) and Deputy Treasurer (2013-2016) of certain Fidelity^® funds.

Marc L. Spector (1972)

Year of Election or Appointment: 2016

Assistant Treasurer

Mr. Spector also serves as an officer of other funds. Mr. Spector serves as Assistant Treasurer of FMR Capital, Inc. (2017-present) and is an employee of Fidelity Investments (2016-present). Prior to joining Fidelity Investments, Mr. Spector served as Director at the Siegfried Group (accounting firm, 2013-2016), and prior periods are deemed to be references to the prior entity.</R>Siegfried Group as audit senior manager at Deloitte & Touche (accounting firm, 2005-2013).

Jim Wegmann (1979)

Year of Election or Appointment: 2019

Assistant Treasurer

Mr. Wegmann also serves as Assistant Treasurer of other funds. Mr. Wegmann is an employee of Fidelity Investments (2011-present).

BOARD STRUCTURE AND OVERSIGHT FUNCTION AND

STANDING COMMITTEES OF THE FUNDS'FUNDS’ TRUSTEES

Correspondence intended for each Independent Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, P.O. Box 55235, Boston, Massachusetts02205-5235. Correspondence intended for each Interested Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, 82 Devonshire245 Summer Street, Boston, Massachusetts 02109.02210. The current process for collecting and organizing shareholder communications requires that the Board of Trustees receive copies of all communications addressed to it. All communications addressed to the Board of Trustees or any individual Trustee are logged and sent to the Board or individual Trustee. The funds do not hold annual meetings and therefore do not have a policy with regard to Trustees'Trustees’ attendance at such meetings. However, as a matter of practice, at least one Trustee attends special meetings.

Mr. Curvey is an interested person and currently serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees also regularly meet in executive session. Mr. Lautenbach serves as Chairman of the Independent Trustees and as such (i) acts as a liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with management prepares agendas for Board meetings.

Fidelity^® funds are overseen by different Boards of Trustees. The funds’ Board oversees Fidelity’s high income and certain equity funds, and other Boards oversee Fidelity’s investment-grade bond, money market, asset allocation, and other equity funds. The asset allocation funds may invest in Fidelity^® funds overseen by the funds’ Board. The use of separate Boards, each with its own committee structure, allows the Trustees of each group of Fidelity^® funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences for the Fidelity^® funds overseen by each Board.

The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to the Trustees, the funds, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the funds’ activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrably adverse effects on the funds’ business and/or reputation; (ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Becausethe day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates, and other service providers, the funds’ exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board’s committees has responsibility for overseeing different aspects of the funds’ activities, oversight is exercised primarily through

the Operations, Audit, and Compliance Committees. Appropriate personnel, including but not limited to the funds’ Chief Compliance Officer (CCO), the adviser’s internal auditor, the independent accountants, the funds’ Treasurer and portfolio management personnel, make periodic reports to the Board’s committees, as appropriate, including an annual review of Fidelity’s risk management program for the Fidelity^® funds.

The Board of Trustees has established various committees to support the Independent Trustees in acting independently in pursuing the best interests of the Fidelity funds and their shareholders. The committees facilitate the timely and efficient consideration of all matters of importance to Independent Trustees, each fund, and fund shareholders and facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 1211 standing committees. The members of each committee are Independent Trustees. In connection with implementing a two-Board structure, it is expected thatAdvisory Board Members may be invited to attend meetings of the equity and high income Board will have a similar committee structure, except that the Board will not have the following two committees: Fixed-Income Contract and Fund Oversight: Fixed-Income and Asset Allocation.committees. See Appendix H for the number of meetings each standing committee held during each fund'sfund’s last fiscal year.

The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair and Mr. Thomas serving as Vice Chair. Mr. Wiley also serves as Vice Chair (for trusts for which he serves as trustee). The committee normally meets monthly (except August), or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the Fidelity funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders and significant litigation, and the voting of proxies of portfolio companies.litigation. The committee also has oversight of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR.

The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair. The committee normally meets quarterly, or more frequently as called by the Chair.Messrs. Donahue (Chair), Dirks, Mauriello, and Thomas, and Ms. Small. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and monitors matters of disclosure to the extent required to fulfill its statutory responsibilities. The committee also reviews actions taken by FMR'sFMR’s Fair Value Committee.

<R>The Board of Trustees has established threetwo Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair), and Mr. Dirks),Messrs. Dirks, Donahue, Lacy, and Wiley(for trusts for which he serves as trustee)) and the Equity II Committee (composed of Messrs. Stavropoulos (Chair) and Lautenbach), and the Fixed-Income and Asset Allocation Committee (composed Messrs. WolfeThomas (Chair), Gamper,Lautenbach, Mauriello, and Keyes, Dr. Heilmeier and Ms. Knowles)Smith). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant Fidelity fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the personnel and other resources devoted to the management of each fund and all other matters bearing on each fund'sfund’s investment results. TheFixed-Income and Asset Allocation Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues. The Equity I Committee has oversight of FMR's equity investment research. Each committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental andnon-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes, and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related to funds that are within the scope of the committee'scommittee’s review. These working groups report to the committee or to the Independent Trustees, or both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group'sgroup’s deliberations. Prior to November 2007, the three Fund Oversight Committees were the Equity Committee; the Fixed-Income, International, and Special Committee; and the Select and Asset Allocation Committee.</R>

<R>The Board of Trustees has established two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Stavropoulos (Chair), Dirks, Lautenbach, and Ms. Small) and the Fixed-Income Contract Committee (composed of Messrs. Wolfe (Chair), Gamper, and Keyes, Dr. Heilmeier, and Ms. Knowles). Each committee will ordinarily meet as needed to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Independent Trustees in their consideration of investment advisory agreements of each fund. Each committee receives information on and makes recommendations concerning the approval of investment advisory agreements between the Fidelity funds and FMR and its affiliates and any non-FMR affiliate that serves as a sub-adviser to a Fidelity fund (collectively, "investment advisers") and the annual review of these contracts. The Fixed-Income Contract Committee is responsible for investment advisory agreements of the fixed-income and asset allocation funds. The Equity Contract Committee is responsible for the investment advisory agreements of all other funds. With respect to each fund under its purview, each committee: requests and receives information on the nature, extent, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance, the investment performance of the investment adviser, and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the cost of the services to be provided and the profitability and other benefits that the investment advisers and their respective affiliates derive or will derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers the extent to which economies of scale would be realized as the funds grow and whether fee levels reflect those economies of scale for the benefit of fund investors; considers methodologies for determining the extent to which the funds benefit from economies of scale and refinements to these methodologies; considers information comparing the services to be rendered and the amount to be paid under the funds' contracts with those under other investment advisory contracts entered into with FMR and its affiliates and other investment advisers, such as contracts with other registered investment companies or other types of clients; considers such other matters and information as may be necessary and appropriate to evaluate investment advisory agreements of the funds; and makes recommendations to the Board concerning the approval or renewal of investment advisory agreements. Each committee will consult with the other committees of the Board of Trustees, and in particular with the Audit Committee and the applicable Fund Oversight Committees, in carrying out its responsibilities. Each committee's responsibilities are guided by Sections 15(c) and 36(b) of the 1940 Act. While each committee consists solely of Independent Trustees, its meetings may, depending upon the subject matter, be attended by one or more senior members of FMR's management or representatives of a sub-adviser not affiliated with FMR.</R>

The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Gamper,Thomas, and Stavropoulos,Wiley (for trusts for which he serves as trustee), and Ms. Small. The committee normally meets monthly (except August), or more frequently as called by the Chair. Regarding shareholder services, the committee considers the structure and amount of the Fidelity funds'funds’ transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration of these fees. The committee also considers othernon-investment management services rendered to the Fidelity funds by FMR and its affiliates, including pricing and bookkeeping services. Regarding brokerage, theThe committee monitors and recommends policies concerning the securities transactions of the Fidelity funds.funds, including brokerage. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any allocation of portfolio transactions is not influenced by the sale of Fidelity fund shares. The committee also monitors brokerage and other similar relationships between the Fidelity funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution of fund shares, the committee considers issues bearing on the various distribution channels employed by the Fidelity funds, including issues regarding Rule18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions and service charges paid to intermediaries, Rule12b-1 plans, contingent deferred sales charges, and finders'finder’s fees, and other means by which intermediaries are compensated for selling fundshares or providing shareholder servicing, including revenue sharing. The committee also considers issues bearing on the preparation and use of advertisements and sales literature for the Fidelity funds, policies and procedures regarding frequent purchase of Fidelity fund shares, and selective disclosure of portfolio holdings.

The Audit Committee is composed of Ms. KnowlesMessrs. Mauriello (Chair), Dr. Heilmeier,Donahue, Lacy, and Messrs. Keyes and Wolfe.Wiley (for trusts for which he serves as trustee). All committee members must be able to read and understand fundamental financial statements, including a company'scompany’s balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit“audit committee financial expert"expert” as defined by the Securities and Exchange Commission (SEC).SEC. The committee will have at least one committee member in common with the Compliance Committee. The committee normally meets monthly (except August), or more frequently as called by the Chair. The committee meets separately at least four times a yearannually with the Fidelity funds'funds’ Treasurer, with the funds’ Chief Financial Officer, with personnel responsible for the internal audit function of FMR LLC, and with the Fidelity funds'funds’ outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the Fidelity funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the Fidelity funds and the funds'funds’ service providers, (to the extent such controls impact the funds’ financial statements); (ii) the funds’ auditors and the annual audits of the funds’ financial statements; (iii) the financial reporting processes of the Fidelity funds, (iii) the independence, objectivity, and qualification of the auditors to the Fidelity funds,funds; (iv) the annual audits of the Fidelity funds' financial statements,whistleblower reports; and (v) the accounting policies and disclosures of the Fidelity funds. The committee considers and acts upon (i) the provision by any outside auditor of anynon-audit services for any Fidelity fund, and (ii) the provision by any outside auditor of certainnon-audit services to Fidelity fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or

supplement) and provides oversight of policies and procedures fornon-audit engagements by outside auditors of the Fidelity funds. It is responsible for approving all audit engagement fees and terms for the Fidelity funds and for resolving disagreements between a fund and any outside auditor regarding any fund'sfund’s financial reporting, and has sole authority to hire and fire any auditor.reporting. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the Fidelity funds and any service providers consistent with Independent Standards Board Standard No. 1. The committee will receive reports of compliance with provisionsthe rules of the Auditor Independence Regulations relating to the hiring of employees or former employees of the outside auditors.Public Company Accounting Oversight Board. It oversees and receives reports on the Fidelity funds'funds’ service providers'providers’ internal controls and reviews the adequacy and effectiveness of the service providers'providers’ accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Fidelity funds'funds’ ability to record, process, summarize, and report financial data; (ii) any change in the fund'sfund’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund'sfund’s internal control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the Fidelity funds'funds’ or service providers'providers internal controls over financial reporting. The committee will also review with counsel any legal matters that may have a material impact on the Fidelity funds' financial statements and any material reports or inquiries received fromcorrespondence with regulators or governmental agencies.agencies or published reports that raise material issues regarding the funds’ financial statements or accounting policies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the Fidelity funds'funds’ financial reporting process, will discuss with FMR , the Fidelity funds'funds’ Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC, their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the Fidelity funds, andfunds. The committee will review with FMR, the Fidelity funds'funds’ Treasurer, outside auditor, and internal auditoraudit personnel of FMR LLC (to the extent relevant)and, as appropriate, legal counsel the results of audits of the Fidelity funds'funds’ financial statements. The committee will review periodically the Fidelity funds'funds’ major internal controls exposures and the steps that have been taken to monitor and control such exposures.

The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair), Stavropoulos,Dirks, Thomas, and Wolfe. The committee meetsWiley (for trusts for which he serves as called by the Chair. A current copy of the Governance and Nominating Committee Charter With Respect to Nominations of Independent Trustees is available on Fidelity's website (www.fidelity.com) and is attached as Exhibit 1 to this proxytrustee). With respect to fund governance and board administration matters, the committee periodically reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee'scommittee’s responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices"“best practices” in corporate governance and other developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the Board of Trustees and of each committee and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the Fidelity funds'funds’ or the Board of Trustees'Trustees’ policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes nominations for the election or appointment of Independent Trustees andnon-management Members of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The committee recently retained a third-party search firm, which received a fee to compile a list of candidates based upon criteria established by the Independent Trustees. The committee may conduct or authorize investigations into or studies of matters within the committee'scommittee’s scope of responsibilities, and may retain, at the Fidelity funds'funds’ expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity funds, should be submitted to the Chair of the committee at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of FMR or its affiliatesthe funds within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) with FMR, anysub-adviser, or their affiliates that could create an appearance of lack of independence in respect of FMR and its affiliates;the funds; (iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) ability to attend 11regularly scheduled meetings perduring the year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial

environment of the Fidelity funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the Fidelity funds'funds’ complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee. A current copy of the Governance and Nominating Committee Charter is attached as Exhibit 1.

The Board of Trustees established the Compliance Committee (composedis composed of Ms. SmallMessrs. Lacy (Chair), Lautenbach, Mauriello, and Smith, and Ms. Knowles, and Messrs. Stavropoulos and Wolfe) in May 2005. The committee normally meets quarterly, or more frequently as called by the Chair.Small. The committee oversees the administration and operation of the compliance policies and procedures of the Fidelity funds and their service providers as required by Rule38a-1 of the 1940 Act. The committee is responsible for the review and approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a Chief Compliance Officer (CCO)CCO of the Fidelity funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding compliance matters, and copies of significantnon-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds'funds’ compliance policies as required by Rule38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters that would otherwise be subject to periodic reporting or that may have a significant impact on the funds. The committee will recommend to the Board, what actions, if any, should be taken with respect to such reports.

The Proxy Voting Committee is composed of Messrs. GamperSmith (Chair), Dirks, and Keyes.Thomas, and Ms. Small. The committee will meet as needed to reviewreviews the fund'sfund’s proxy voting policies, considerconsiders changes to the policies, and reviewreviews the manner in which the policies have been applied. The committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations between the fund's investment advisersFMR and portfolio companies concerning matters presented to shareholders for approval. The committee will address issues relating to the fund'sfund’s annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The committee will consider FMR'sFMR’s recommendations concerning certainnon-routine proposals not covered by the proxy voting policies. The committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be reviewed by the Board.

The Research Committee is composed of Messrs. Lacy (Chair), Thomas, and Wiley (for trusts for which he serves as trustee), and Ms. Small. The Committee’s purpose is to assess the quality of the investment research available to FMR’s investment professionals. As such, the Committee reviews information pertaining to the sources of such research, the categories of research, the manner in which the funds bear the cost of research, and FMR’s internal research capabilities, including performance metrics, interactions between FMR portfolio managers and research analysts, and the professional quality of analysts in research careers. Where necessary, the Committee recommends actions with respect to various reports providing information on FMR’s research function.

The Sector and ETF Committee is composed of Messrs. Wiley, Donahue, and Smith, with Mr. Wiley currently serving as the Chair. The committee assists the Board in acting independently of Trustees establishedFidelity by receiving and considering information related to Fidelity’s sector funds (Sector Funds) and exchange-traded funds (ETFs), and recommends any appropriate policy changes. The committee also considers the current Proxy Voting Committee in January 2006.services provided to the Sector Funds and ETFs by third-parties andnon-investment management services provided to the Sector Funds and ETFs by Fidelity and its affiliates as well as issues bearing on the various distribution channels employed by the Sector Funds and ETFs. In particular, the committee will: (i) receive information on sales and redemptions of shares of the ETFs via creation units; (ii) receive updates on anysub-advisers engaged to manage assets of the ETFs; (iii) receive information on index providers to the Sector Funds and ETFs; and (iv) consider issues bearing on the business platform of the Sector Funds.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The firm of PricewaterhouseCoopers LLP (PwC) or Deloitte & Touche LLP (Deloitte), the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities")Deloitte Entities), has been selected as the independent registered public accounting firm for the funds,each fund, as indicated in Appendix A. PwC and Deloitte Entities, in accordance with Independence StandardsPublic Company Accounting Oversight Board Standard No. 1 (ISB No.1),rules, have confirmed to the Audit Committee of each trust, as applicable, that they are the independent registered public accounting firms with respect to the funds.

The independent registered public accounting firm examinesfirms audit annual financial statements for the funds and providesprovide other audit-related,non-audit, andtax-related services to the funds. Representatives of PwC and Deloitte EntitiesareEntities are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.

Each trust'strust’s Audit Committee mustpre-approve all audit andnon-audit services provided by thea fund’s independent registered public accounting firmsfirm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit ornon-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

Each trust'strust’s Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Audit Committee'sCommittee’s consideration ofnon-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that anynon-audit service provided by a fund audit firm to a Fidelity fund and anynon-audit service provided by a fund auditor to FMR and entities controlling, controlled by, or under common control with FMR (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund(Fund Service Providers")Providers) that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service)but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair'sChair’s absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice

Non-audit services provided by a fund audit firm to a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund(Non-Covered Service engagements for which fees Service) are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.on a periodic basis.

Each trust'strust’s Audit Committee has considered Non-Covered Servicesnon-audit services that were notpre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with ISB No.1,Public Company Accounting Oversight Board rules, regarding their independence from the funds and their related entities.entities and FMR’s review of the appropriateness and permissibility under applicable law of suchnon-audit services prior to their provision to the Fund Service Providers.

Audit Fees.Fees and Services For

Appendix L presents fees billed by PwC and Deloitte Entities in each fund'sof the last two fiscal yearsthe aggregate Audit Fees billed by PwC or Deloitte Entities for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for each fund and for all funds in the Fidelity Group of Funds are shown in Appendix I.

Audit-Related Fees. In each fund's last two fiscal years, no aggregate Audit-Related fees were billed by PwC or Deloitte Entitiesfor services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees. For the fiscal year ended July 31, 2006, nofunds.

Appendix M presents fees were were billed by Deloitte Entities to Fidelity Small Cap Opportunities Fund, as the fund did not commence operations until March 22, 2007.

In each fund's last two fiscal years, no aggregate Audit-Related Fees were billed by PwC and Deloitte Entities that were required to be approved by theeach trust’s Audit Committee for services rendered on behalf of the Fund Service Providers for assurance and related services that relate directly to the operations and financial reporting of each fundthe funds and that are reasonably relatedrendered on behalf of Fund Service Providers.

Appendix N presents the aggregatenon-audit fees billed by PwC and Deloitte Entities for services rendered to the performancefunds and any Fund Service Provider for each of the audit or reviewlast two fiscal years of the fund's financial statements, but not reported as Audit Fees. For the fiscal year ended July 31, 2006, no fees were were billed by Deloitte Entities to Fidelity Small Cap Opportunities Fund, as the fund did not commence operations until March 22, 2007.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.funds.

There were no amounts that werenon-audit services approved or required to be approved by a trust'sthe trusts’ Audit Committee pursuant to the de minimis exception forduring the funds’ last two fiscal years on behalf ofrelating to services provided to (i) the funds or (ii) any fund. There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service ProvidersProvider that relate directly to the operations and financial reporting of any fund.

Tax Fees. In each fund's last two fiscal years,the aggregate Tax Fees billed by PwC or Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in Appendix J.funds.

In each fund's last two fiscal years, no aggregate Tax Fees were billed by PwC or Deloitte Entities, as applicable, that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

There were no amounts that were approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of any fund.

There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

All Other Fees. In each of the funds' last two fiscal years, the aggregate Other Fees billed by PwC or Deloitte Entities for all other non-audit services rendered to the funds is shown in Appendix K.

In each of the funds' last two fiscal years, the aggregate Other Fees billed by PwC or Deloitte Entities that were required to be approved by a trust's Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in Appendix L.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund. There were no amounts that were approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of any fund.

There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

<R>For the funds' last two fiscal years, the aggregate fees billed by PwC and Deloitte Entities, for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in Appendix M.</R>

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

The trusts do not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Trusts, 82 Devonshirefunds, attention “Fund Shareholder Meetings,” 245 Summer Street, Mailzone V10A, Boston, Massachusetts 02109.02210. Proposals must be received a reasonable time priorbefore a fund begins to the date of a meeting of shareholdersprint and send its proxy materials to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included. Persons named as proxies for any subsequent shareholder meeting will vote in their discretion withWith respect to proposals submitted on an untimely basis.basis and presented at a shareholder meeting, persons named as proxy agents will vote in their discretion.

NOTICE TO BANKS, BROKER-DEALERS AND

VOTING TRUSTEES AND THEIR NOMINEES

Please advise the trusts, in care of Fidelity Service Company, Inc., P.O. Box 789, Boston, MA 02109, (other than for Advisor classes), or Fidelity Investments Institutional Operations Company, Inc., 100 Salem St., Smithfield, RI, 02197, (Advisor classes only),245 Summer Street, Boston, Massachusetts 02210, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports you wish to receive in order to supply copies to the beneficial owners of the respective shares.

<R>

EXHIBIT 1</R>

EQUITY AND HIGH INCOME FUNDS

GOVERNANCE AND NOMINATING COMMITTEE CHARTER
WITH RESPECT TO NOMINATIONS OF INDEPENDENT TRUSTEES

This charter relates

The investment companies managed or administered by Fidelity Management & Research Company or its affiliates (collectively, “Fidelity”) comprising the Equity and High Income Funds of the Fidelity Funds are referred to as the responsibilities“Funds”; the Boards of Trustees of the Funds are referred to collectively as the “Board of Trustees” and the members are referred to as the “Trustees”; Trustees who are not “interested persons” (as such term is defined in the Investment Company Act of 1940) of the Funds are referred to as the “Independent Trustees”; and other Trustees are referred to as the “Management Trustees.” The Board of Trustees, including at least a majority of the Independent Trustees, has adopted this Charter, which may from time to time be amended or supplemented by vote of the Board of Trustees, including at least a majority of the Independent Trustees, upon the recommendation of the Governance and Nominating Committee in connection with the nomination of Independent Trustees.

Committee. The Governance and Nominating Committee is referred to herein as the “Committee.”

The purposes of the Committee are as follows:

All members of the Committee will consist solely ofbe Independent Trustees. The members and the Chair of the Committee will be determined annually by vote of the Independent Trustees, will beupon the Chairrecommendation of the Committee. If a Vice Chair of the Independent Trustees has been designated, such Vice Chair will normally serve on the Committee. Advisory Board members, if any, may be invited to attend meetings of the Committee.

An Independent Trustee will act as Chair of the Committee (the “Chair”). The CommitteeChair will meet as called byhave the Chair. A quorum will include at least twofollowing responsibilities:

EX-1

EX-2

The Committee will make nominations forshall have the appointment or election of Independent Trusteesauthority to carry out its duties and responsibilities as set forth in accordance with the Independent Trustee's Statement of Policy on Criteria for Selecting Independent Trustees ("Statement of Policy") (attached as Appendix A). The selection of Independent Trustees will be committed solely to the discretion of the Independent Trustees; persons so selected will be "disinterested" in terms of both the letter and spirit of the Investment Company Act.this Charter. The Committee will also make nominations for the appointment of any non-management member of any Advisory Board.

The Committee will periodically review the Statement of Policy, which may from time to time be revised by vote of a majority of Independent Trustees upon the recommendation of the Governance and Nominating Committee.

The Committee willshall have sole authority to retain and terminate any search firm used to identify Independent Trustee candidates,third-party advisers, including sole authority to approve such firm's fees and other retention terms.

The Committee will consider Independent Trustee candidates recommended by Fund shareholders. Anymay conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Funds’ expense, such candidates will be considered basedindependent counsel or other advisers as it deems necessary. The Committee may call upon the criteria applied to candidates presented toFunds’ independent accountants (with the Committee by a search firmconcurrence of the Audit Committee) or other sources,third parties for such fact-finding and analysis as set forth in the Statement of Policy. The names of such candidates shouldmay be submitted to the Chairman of the Committee in writing at the address maintained for communications with Independent Trustees. The submission should be accompanied by appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity Funds. If the Committee retains a search firm, the Chairman will forward all such submissions to the search firm for evaluation.

APPENDIX A TO EXHIBIT 1

December 2003

STATEMENT OF POLICY ON CRITERIA
FOR SELECTING INDEPENDENT TRUSTEES

The Governance and Nominating Committee of the Board of Trustees of the Fidelity Funds has adopted this Statement of Policy to memorialize its views as to the appropriate criteria for selecting Independent Trustees of the Funds. This Statement has been prepared in connection with filling vacancies among the Independent Trustees that are expected to arise through the end of 2004.

The Governance and Nominating Committee expects that all candidates will have the following characteristics:

• Unquestioned personal integrity is a given.
• The candidate may not be an "interested person" of FMR or its affiliates within the meaning of the Investment Company Act of 1940.
• The candidate should have no material relationship that could create an appearance of lack of independence in respect of FMR and its affiliates. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships (among others).
• The candidate needs the disposition to act independently in fact in respect of FMR and its affiliates and others in order to protect the interests of the Funds and all shareholders. It is expected that Independent Trustees will play an active and, if necessary, an adversarial role in pursuing the best interests of the Funds and shareholders.
• The candidate needs to be able to attend 11 meetings per year. The effect of this requirement is to limit the number of other boards on which a candidate can participate and other commitments.
• The candidate needs to have demonstrated sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial or regulatory issues.
• The candidate should have sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity Funds.
• Candidates should have experience on corporate or other institutional oversight bodies having similar responsibilities. This helps assure that they have other exposure to current governance issues and business practices. Candidates should not, however, have board memberships or other relationships that could result in business or regulatory conflicts with the Fidelity Mutual Funds.
• The candidate needs the capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the Fidelity Funds' complex regulatory, operationalobjectives of this Charter.

  H.

  Self-Assessment; Amendment of Charter

  The Committee shall, on an annual basis, assess its performance. The Committee shall address such matters as the Committee considers relevant to its performance. The Committee shall report to the Board on an annual basis the results of its evaluation, including any recommended amendments to this Charter and marketing setting.

any recommended changes to a Fund’s or the Board’s policies or procedures. This report may be oral or written. The Governance and Nominating Committee may determine that a candidate who does not havefrom time to time recommend to the type of previous experience or knowledge referredBoard such amendments to above should nevertheless be consideredthis Charter as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee.

The following characteristics are desirable, but not mandatory:

• The candidate should have the ability to serve seven or more years before reaching mandatory retirement age.
• The candidate should have diversity of interests evidenced by participation in community, charitable or other similar activities.

The following are desirable characteristics of the Independent Trustees as a group:

• The Independent Trustees will generally be drawn from the ranks of respected and accomplished senior business leaders.
• The Independent Trustees will strive to achieve diversity in terms of gender, race and geographic location.
• The Independent Trustees as a whole should reflect a diversity of business experience. At least one Independent Trustee will be a "audit committee financial expert," as such term is defined by the SEC. The Governance and Nominating Committee will strive to achieve a balance of experience of Independent Trustees in respect of industries, management roles and other experience. For each candidate, the Committee will evaluate specific experience in light of the makeup of the current board.