| 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). 3
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). 4
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). + | The information includes the nominee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the nominee’s qualifications to serve as a Trustee, and a member ofwhich led to the Finance Committee of Manhattan College (2005-present) andconclusion that the nominee should serve as a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present). | Alan J. Lacy (54)
| | Year of Election or Appointment: 2008
Member of the Advisory Board. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). Mr. Lacy also served as Vice Chairman and Chief Executive Officer of Sears Holdings Corporation and Sears, Roebuck and Co. (retail, 2005-2006; 2000-2005). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.
| Ned C. Lautenbach (64)
| | Year of Election or Appointment: 2000
Trustee. Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. Mr. Lautenbach serves as a Director of Sony Corporation and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
| Joseph Mauriello (63)
| | Year of Election or Appointment: 2007
Member of the Advisory Board. 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 firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd., (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc., (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).
| Cornelia M. Small (63)
| | Year of Election or Appointment: 2005
Trustee. Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
| William S. Stavropoulos (68)
| | Year of Election or Appointment: 2002
Trustee. Mr. Stavropoulos is Chairman Emeritus of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present) and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (a private equity investment firm). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.
| David M. Thomas (58)
| | Year of Election or Appointment: 2007
Member of the Advisory Board. 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). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company, 2000-present), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
| Michael E. Wiley (57)
| | Year of Election or Appointment: 2007
Member of the Advisory Board. Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), and as an Advisory Director of Riverstone Holdings (private investment firm), and Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).each fund.
|
* 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 January 31, 2008,[ ], 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.] [During the period January 1, 20072019 through January 31, 2008,February 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 January 1, 2007 through January 31, 2008, 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. 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 72nd75th 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. 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 majority of the Trustees at any regular meeting or any special meeting of the Trustees.
Each trust'strust’s Board which is currently composed of 2 Interested Trustees and 9 Independent Trustees, met 10[ ] times during the fiscal year ended December 31, 2007. Following2019. For more information about the implementationcurrent Trustees who are not nominees in this Proxy Statement, refer to the section entitled “Trustees, Advisory Board Members, and Officers 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>.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 E.G. Trustee compensation information for each fund covered by this proxy statementProxy Statement is included in Appendix F.H. 2.
5
The Board of Trustees recommends that shareholders vote FOR Proposal 1. PROPOSAL 2 TO AMEND THE DECLARATION OF TRUSTCONVERT A FUNDAMENTAL INVESTMENT POLICY TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS.ANON-FUNDAMENTAL INVESTMENT POLICY Each funds' DeclarationVIP Balanced Portfolio, VIP ContrafundSM Portfolio, VIP Disciplined Small Cap Portfolio, VIP Dynamic Capital Appreciation Portfolio, VIP Emerging Markets Portfolio, VIP Equity-Income PortfolioSM, VIP Floating Rate High Income Portfolio, VIP Growth & Income Portfolio, VIP Growth Opportunities Portfolio, VIP Growth Portfolio, VIP High Income Portfolio, VIP Index 500 Portfolio, VIP International Capital Appreciation Portfolio, VIP Mid Cap Portfolio, VIP Overseas Portfolio, VIP Value Portfolio, and VIP Value Strategies Portfolio
The investment policy for each fund set forth in Appendix I (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. 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.
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.
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 submitted tofund is currently managed if the shareholders by 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.
If approved, Article VIII, Section 3 of each Declaration of Trust will be amended as follows (new languageproposal is underlined; language to be deleted is [bracketed]):
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
QUORUM AND REQUIRED VOTE
Section 3.Except when 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 quorum 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, without the necessity of 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.approved.
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 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.a fundamental policy for that fund. 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** Alan J. Lacy, Peter S. Lynch, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley,Appendix H 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.
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. 6
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). * | Determined to be an “Interested Trustee” by virtue of, among other things, his affiliation with the trusts or various entities under common control with FMR. |
+ | The information includes the Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to the Trustee’s qualifications to serve as a Trustee, which led to the conclusion that the Trustee should serve as a Trustee for each fund. |
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). Name, Age; Principal Occupation*
| Arthur E. Johnson (61)
| | Year of Election or Appointment: 2008
Member of the Advisory Board. Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company, 2002-present), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.
| Peter S. Lynch (64)
| | Year of Election or Appointment: 2003
Member of the Advisory Board. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
| Kimberley H. Monasterio (44)
| | Year of Election or Appointment: 2007
President and Treasurer. Ms. Monasterio is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
| Walter C. Donovan (45)
| | Year of Election or Appointment: 2007
Vice President of Fidelity's Equity Funds. Mr. Donovan
John J. Burke III (1964) Year of Election or Appointment: 2018 Chief Financial Officer Mr. Burke also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005). | Bruce T. Herring (42)
| | Year of Election or Appointment: 2007
Vice President of Fidelity's Small Cap, Mid Cap, Growth and Value Equity Funds. Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
| Brian B. Hogan (43)
| | Year of Election or Appointment: 2007
Vice President of Fidelity's Sector Funds. Mr. Hogan is Senior Vice President of Equity Research (2006-present). Mr. Hogan also serves as Vice President of FMR and FMR Co., Inc. Previously, Mr. Hogan served as a portfolio manager.
| Robert A. Lawrence (55)
| | Year of Election or Appointment: 2006
Vice President of Fidelity's High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).
| Eric D. Roiter (59)
| | Year of Election or Appointment: 1998
Secretary. He also serves as Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; and Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (1998-2005).
| John McGinty (45)
| | Year of Election or Appointment: 2008
Assistant Secretary. Mr. McGinty is an employee of FMR.
| R. Stephen Ganis (41)
| | Year of Election or Appointment: 2007
Anti-Money Laundering (AML) officer. Mr. Ganis also serves as AML officer of FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
| Joseph B. Hollis (59)
| | Year of Election or Appointment: 2006
Chief Financial Officer. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
| Kenneth A. Rathgeber (60)
| | Year of Election or Appointment: 2004
Chief Compliance Officer. Mr. Rathgeber also serves as Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
| Bryan A. Mehrmann (46)
| | Year of Election or Appointment: 2005
Deputy Treasurer. Mr. Mehrmann is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
| Kenneth B. Robins (38)
| | Year of Election or Appointment: 2005
Deputy Treasurer. Mr. Robins is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
| Robert G. Byrnes (41)
| | Year of Election or Appointment: 2005
Assistant Treasurer. Mr. Byrnes is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
| Peter L. Lydecker (54)
| | Year of Election or Appointment: 2004
Assistant Treasurer. Mr. Lydecker is an employee of FMR.
| Paul M. Murphy (60)
| | Year of Election or Appointment: 2007
Assistant Treasurer. Mr. Murphy is an employee of FMR.
| Gary W. Ryan (49)
| | Year of Election or Appointment:2005
Assistant Treasurer. Mr. Ryan is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).
|
* 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. ** 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).
7
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). 8
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.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. 9
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. 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. During the fiscal year ended December 31, 2007,2019, the committee held 15meetings.12 meetings. 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. During the fiscal year ended December 31, 2007,2019, the committee held fourmeetings.five meetings. 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. StavropoulousThomas (Chair), Lautenbach, Mauriello, and Lautenbach), and the Fixed-Income and Asset Allocation Committee (composed of Messrs. Wolfe (Chair), Gamper, 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. The Fixed-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. During the fiscal year ended December 31, 2007, the Equity Committee held nine meetings, the Fixed-Income, International, and Special Committee held 11 meetings, the Select and Asset Allocation Committee held nine meetings,2019, the Equity I Committee held oneseven meetings and the Equity II Committee held one meetings, and the Fixed-Income and Asset Allocation Committee held one meetings. The Board of Trustees has established two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Stavropoulos (Chair), Dirks, and 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 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. During the fiscal year ended December 31, 2007, the Equity Contract Committee held three meetings and the Fixed-Income Contract Committee held fourseven meetings.
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. During the fiscal year ended December 31, 2007,2019, the Shareholder, Distribution and Brokerage Committeecommittee held 12six meetings. 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 10
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. During the fiscal year ended December 31, 2007,2019, the committee held 12four meetings. 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 11
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. During the fiscal year ended December 31, 2007,2019, the committee held 11seven meetings. 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. During the fiscal year ended December 31, 2007,2019, the committee held sevenfive meetings. 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. During the fiscal year ended December 31, 2007,2019, the committee held fourthree meetings. 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. During the fiscal year ended December 31, 2019, the committee held seven meetings. 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 Fidelity 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 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. During the fiscal year ended December 31, 2019, the committee held two meetings. 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. 12
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 J presents fees billed by PwC and Deloitte Entities in each of the fiscal years ended December 31, 2007 and December 31, 2006,the 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 thoselast two fiscal years for each fund and for all funds in the Fidelity Group of Funds are shown in Appendix G. Audit-Related Fees. In each of the fiscal years ended December 31, 2007 and December 31, 2006, 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.funds.
In each of the fiscal years ended December 31, 2007 and December 31, 2006, no aggregate Audit-Related Fees wereAppendix K presents fees 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 L 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. 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 ended December 31, 2007 and December 31, 2006 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 fiscal years ended December 31, 2007 and December 31, 2006 on behalf of the Fund Service ProvidersProvider that relate directly to the operations and financial reporting of any fund. Tax Fees. In each of the fiscal years ended December 31, 2007 and December 31, 2006,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 H.funds.
In each of the fiscal years ended December 31, 2007 and December 31, 2006, 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 fiscal years ended December 31, 2007 and December 31, 2006 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 fiscal years ended December 31, 2007 and December 31, 2006 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 fiscal years ended December 31, 2007 and December 31, 2006, the aggregate Other Fees billed by PwC or Deloitte Entities for all other non-audit services rendered to the funds is shown in Appendix I.
In each of the fiscal years ended December 31, 2007 and December 31, 2006, 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 J.
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 fiscal years ended December 31, 2007 and December 31, 2006 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 fiscal years ended December 31, 2007 and December 31, 2006 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.
For the fiscal years ended December 31, 2007 and December 31, 2006, 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 K.
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 INSURANCE COMPANIES Please advise the trusts, in care of Client Services at 1-877-208-0098,1-800-596-3222, 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 variable contract owners of the respective shares. 13
EXHIBIT 1 EQUITY AND HIGH INCOME FUNDS GOVERNANCE AND NOMINATING COMMITTEE CHARTER
WITH RESPECT TO NOMINATIONS OF INDEPENDENT TRUSTEES This charter relatesA. Background
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.” B. Purposes of the Committee The purposes of the Committee are as follows: (1) To identify individuals qualified to serve as Independent Trustees. (2) To advise the Board of Trustees with respect to Board composition, procedures and committees. (3) To oversee periodic self-assessments of the Board of Trustees and committees of the Board of Directors. (4) To monitor corporate governance matters and make recommendations in respect thereof to the Board of Trustees. (5) To act as the administrative committee with respect to Board of Trustees policies and procedures, committee policies and procedures and codes of ethics as they relate to Independent Directors. (6) To review and make recommendations to the Board of Directors in respect of Independent Director compensation. C. Composition of the Committee 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. D. Chair; Functions of the Chair An Independent Trustee will act as Chair of the Committee (the “Chair”). The Chair will have the following responsibilities: (1) The Chair will preside at all meetings of the Committee. The Vice Chair, if any, or in such Vice Chair’s absence, any designated acting or other lead Independent Trustee alternate will preside in the Committee Chair’s absence. (2) The Chair will be responsible for reviewing and providing direction on meeting agendas. (3) The Chair will coordinate with the chairs of other committees as appropriate. (4) At meetings of the Operations Committee or the Board of Trustees the Chair will report on the Committee’s recommendations on applicable resolutions and on any important actions by or discussions at the Committee. (5) The Chair will coordinate with counsel for the Funds and/or counsel to the Independent Trustees on matters requiring legal advice. (6) The Chair may make temporary assignments of members and chairs of other Board Committees to fill vacancies or to provide for absences. E. Meetings and Procedures of the Committee (1) The Committee will normally meet each time the full Board meets, or more frequently as called by the Chair. The Chair or a majority of the members of the Committee may call a special meeting of the Committee. (2) The Committee may determine its own rules of procedure, which shall be consistent with the Declaration of Trust or other charter document of the applicable Fund, the Bylaws of such Fund and this Charter. (3) A quorum will includemajority of the members of the Committee, present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, shall constitute a quorum. The Committee may take action by written consent if at least twothe number of members required for approval at a meeting consent to the action in writing and the written consents are filed with the records of meetings of the Committee, unless otherwise required by applicable law. EX-1
(4) The Committee may request that any trustees, officers or employees of a Fund, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such information as the Committee requests. (5) The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the applicable Fund. F. Particular Actions of the Committee | (a) | Periodically review Board and Committee procedures and Committee Charters. |
| (b) | Periodically review Independent Trustee compensation and recommend any changes deemed by the Committee to be appropriate. |
| (c) | Make recommendations on the frequency and structure of Board of Trustees meetings. |
| (d) | Make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted. |
| (e) | Make recommendations as to the size and members, the chair, vice chair if any, alternate presiding members and alternate members of each standing or ad hoc Board Committee. The members and the chair of each Board Committee will be as determined by majority vote of the Independent Trustees upon the recommendation of the Committee. It is anticipated that members and chairs of any Committee will be designated annually (other than the Chairs of the Operations Committee and the Governance and Nominating Committee), with membership periodically rotated to give Independent Trustees the opportunity to broaden their experience. Rotation will be accomplished in a manner that provides reasonable continuity of membership. |
| (f) | Review the annual calendar of Board Committee meetings and the schedule for consideration of routine or recurring matters. |
| (g) | Make recommendations on the requirements for, and means of, Board of Trustees orientation and training. |
| (h) | Act as administrative committee under the Funds’ fee deferral plan for Independent Trustees. |
| (i) | Monitor the performance of legal counsel employed by the Funds and the Independent Trustees and be responsible for the supervision of counsel for the Independent Trustees. The selection and oversight of fund counsel shall be the joint responsibility of the Committee and Fidelity. 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. |
| (j) | Be responsible for oversight of Independent Trustees administrative matters, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. |
| (k) | Monitor compliance with, act as the administrator of, and make determinations in respect of (a) the provisions of the Code of Ethics applicable to the Independent Trustees, and (b) supplemental policies adopted by the Independent Trustees in respect of personal securities transactions of Independent Trustees. |
| (l) | Monitor the functioning of the Board Committees and make recommendations for any changes, including the creation or elimination of standing or ad hoc Board Committees. |
| (m) | Monitor regulatory and other developments to determine whether to recommend modifications to the Committee’s responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning “best practices” in corporate governance and other developments in mutual fund governance. The Committee will report regularly to the Independent Trustees with respect to these activities. |
| (n) | Recommend 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’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual trustee/director, to make such a recommendation at any time. |
| (o) | Oversee the annual self-evaluation of the Board of Trustees. The Committee shall establish procedures to allow it to exercise this oversight function. In conducting this oversight, the Committee shall address all matters that the Committee considers relevant to the Board of Trustees’ performance. The Committee shall report to the Board of Trustees on the results of its evaluation, including any recommended amendments to the principles of governance, and any recommended changes to the Funds’ or the Board of Trustees’ policies, procedures and structures. This report may be written or oral. |
EX-2
| (a) | Identification of Candidates |
| (i) | Review periodically the size and composition of the Board of Trustees as a whole and recommend, 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. |
| (ii) | Periodically review the Independent Trustees’ Statement of Policy on Criteria for Selecting Independent Trustees (“Statement of Policy”), which may from time to time be revised by vote of a majority of Independent Trustees upon the recommendation of the Committee. |
| (iii) | Make nominations for the appointment or election of Independent Trustees in accordance with the Statement of Policy. 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. |
| (iv) | Make nominations for the appointment of anynon-management member of any Advisory Board which the Board of Trustees shall have from time to time established. Each member of any Advisory Board shall serve at the pleasure of the Board of Trustees. In accordance with the definition of “advisory board” in Section 2(a)(1) of the Investment Company Act of 1940, any Advisory Board shall be distinct from the Board of Trustees and shall serve such advisory functions as to investments and such other roles as may be designated by the Board of Trustees, but shall have no power to determine that any security or other investment shall be purchased or sold by any fund. In the discretion of the Board of Trustees, each Advisory Board member may be indemnified in respect of claims arising in connection with his or her services as such. Any member of an Advisory Board shall be compensated in accordance with policies in respect thereof adopted by the Board of Trustees. Service by a person on an Advisory Board shall not preclude such person’s subsequent service as a Trustee. |
| (v) | Consider Independent Trustee candidates recommended by Fund shareholders. Any such candidates will be considered based upon the criteria applied to candidates presented to the Committee by a search firm or other sources, as set forth in the Statement of Policy. The names of such candidates should be submitted to the Chair 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 Funds. If the Committee retains a search firm, the Chair will generally forward such submissions to the search firm for evaluation unless the Committee concludes that the credentials of such candidate are not consistent with the criteria that are to be applied by the Committee in such search. |
G. Consultants; Investigations and Studies; Outside Advisers 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. determines to be necessary or appropriate.EX-3
APPENDIX A List of trusts and funds and fund auditors. VARIABLE INSURANCE PRODUCTS FUND
| | | Equity-Income PortfolioTRUST/Fund
| | Auditor1 | Growth Portfolio1
| High Income Portfolio1
| Overseas Portfolio1
| Value Portfolio2
| VARIABLE INSURANCE PRODUCTS FUND II
| Contrafund Portfolio2
| Disciplined Small Cap Portfolio2
| Index 500 Portfolio2
| VARIABLE INSURANCE PRODUCTS FUND III
| Aggressive Growth Portfolio2
| Balanced Portfolio2
| Dynamic Capital Appreciation
Portfolio2
| Growth & Income Portfolio2
| Growth Opportunities Portfolio2
| Mid Cap Portfolio1
| Value Strategies Portfolio2
| VARIABLE INSURANCE PRODUCTS FUND IV
| Consumer Discretionary Portfolio1
| Consumer Staples Portfolio1
| Emerging Markets Portfolio2
| Energy Portfolio1
| Financial Services Portfolio1
| Growth Stock Portfolio1
| Health Care Portfolio1
| Industrials Portfolio1
| International Capital Appreciation
Portfolio1
| Materials Portfolio1
| Real Estate Portfolio1
| Technology Portfolio1
| Telecommunications Portfolio1
| Utilities Portfolio1
| Value Leaders Portfolio1
|
1 PWC serves as registered public accountant
2 Deloitte Entities serve as registered public accountant
APPENDIX B
Current voluntary expense caps (may be discontinued at any time):
VIP Aggressive Growth: | Initial Class | Investor Class | Service Class | Service Class 2 | | | | 0.90% | 1.05% | 1.00% | 1.15% | | | | | | | | | | | VIP Balanced: | Initial Class | Investor Class | Service Class | Service Class 2 | | | | 0.70% | 0.85% | 0.80% | 0.95% | | | | | | | | | | | VIP Consumer Discretionary, VIP Consumer Staples, VIP Financial Services, VIP Health Care, VIP Industrials, VIP Materials, VIP Technology, VIP Telecommunications, and VIP Utilities: | Initial Class | Investor Class | | | | | | 1.00% | 1.15% | | | | | | | | | | | | | VIP Contrafund and VIP Growth: | Initial Class | Investor Class | Service Class | Service Class 2 | Service Class 2 R | | | 0.85% | 1.00% | 0.95% | 1.10% | 1.10% | | | | | | | | | | VIP Disciplined Small Cap: | Initial Class | Investor Class | Service Class | Service Class 2 | | | | 1.00% | 1.15% | 1.10% | 1.25% | | | | | | | | | | | VIP Dynamic Capital Appreciation, VIP Growth Opportunities, VIP Growth Stock, VIP Mid Cap, VIP Real Estate, VIP Value, VIP Value Leaders, and VIP Value Strategies: | Initial Class | Investor Class | Service Class | Service Class 2 | | | | 0.85% | 1.00% | 0.95% | 1.10% | | | | | | | | | | | VIP Emerging Markets: | Initial Class | Initial Class R | Investor Class R | Service Class | Service Class 2 | Service Class 2 R | | 1.10% | 1.10% | 1.25% | 1.20% | 1.35% | 1.35% | | | | | | | | | VIP Energy: | Initial Class | Investor Class | Service Class 2 | | | | | 1.00% | 1.15% | 1.25% | | | | | | | | | | | | VIP Equity-Income: | Initial Class | Investor Class | Service Class | Service Class 2 | Service Class 2 R | | | 0.75% | 0.90% | 0.85% | 1.00% | 1.00% | | | | | | | | | | VIP Growth & Income: | Initial Class | Investor Class | Service Class | Service Class 2 | | | | 0.75% | 0.90% | 0.85% | 1.00% | | | | | | | | | | | VIP High Income: | Initial Class | Initial Class R | Investor Class | Service Class | Service Class R | Service Class 2 | Service Class 2 R | 0.75% | 0.75% | 0.85% | 0.85% | 0.85% | 1.00% | 1.00% | | | | | | | | VIP International Capital Appreciation and VIP Overseas: | Initial Class | Initial Class R | Investor Class R | Service Class | Service Class R | Service Class 2 | Service Class 2 R | 1.10% | 1.10% | 1.25% | 1.20% | 1.20% | 1.35% | 1.35% |
APPENDIX C
| Number of Shares as of
01/31/2008
| VARIABLE INSURANCE PRODUCTS FUND | | | VIP Equity-Income Portfolio | | PwC | VIP Equity-IncomeFloating Rate High Income Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| | Service Class 2 R
| PwC | VIP Growth Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| | Service Class 2 R
| PwC | VIP High Income Portfolio | | Initial Class
| | Initial Class R
| | Investor Class
| | Service Class
| | Service Class R
| | Service Class 2
| | Service Class 2 R
| PwC | VIP Overseas Portfolio | | Initial Class
| | Initial Class R
| | Investor Class R
| | Service Class
| | Service Class R
| | Service Class 2
| | Service Class 2 R
| PwC | VIP Value Portfolio | | Deloitte | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| | | | VARIABLE INSURANCE PRODUCTS FUND II | | | VIP Contrafund Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| | Service Class 2 R
| Deloitte | VIP Disciplined Small Cap Portfolio | | Deloitte | Initial ClassVIP Emerging Markets Portfolio
| | Deloitte | Investor ClassVIP Extended Market Index Portfolio
| | Service Class
| | Service Class 2
| Deloitte | VIP Index 500 Portfolio2 | | Deloitte | Initial ClassVIP International Capital Appreciation Portfolio
| | PwC | Service ClassVIP International Index Portfolio
| | Deloitte | Service Class 2VIP Total Market Index Portfolio
| | Deloitte | | | VARIABLE INSURANCE PRODUCTS FUND III | | VIP Aggressive Growth
| | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| | VIP Balanced Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| Deloitte | VIP Dynamic Capital Appreciation Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| Deloitte | VIP Growth & Income Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| Deloitte | VIP Growth Opportunities Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| Deloitte | VIP Mid Cap Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| PwC | VIP Value Strategies Portfolio | | Deloitte | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| | | | VARIABLE INSURANCE PRODUCTS FUND IV | | | VIP Communication Services Portfolio | | PwC | VIP Consumer Discretionary Portfolio | | Initial Class
| | Investor Class
| PwC | VIP Consumer Staples Portfolio | | Initial Class
| | Investor Class
| | VIP Emerging Markets
| | Initial Class
| | Initial Class R
| | Investor Class R
| | Service Class
| | Service Class 2
| | Service Class 2 R
| PwC | VIP Energy Portfolio | | Initial Class
| | Investor Class
| | Service Class 2
| PwC | VIP Financial Services Portfolio | | Initial Class
| | Investor Class
| | VIP Growth Stock
| | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| PwC | VIP Health Care Portfolio | | Initial Class
| | Investor Class
| PwC | VIP Industrials Portfolio | | Initial Class
| | Investor Class
| | VIP International Capital Appreciation
| | Initial Class
| | Initial Class R
| | Investor Class R
| | Service Class
| | Service Class R
| | Service Class 2
| | Service Class 2 R
| PwC | VIP Materials Portfolio | | Initial Class
| | Investor Class
| PwC | VIP Real Estate Portfolio | | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| PwC | VIP Technology Portfolio | | Initial Class
| | Investor Class
| | VIP Telecommunications
| | Initial Class
| | Investor Class
| PwC | VIP Utilities Portfolio | | PwC |
1 | “PwC” refers to PricewaterhouseCoopers LLP and “Deloitte” refers to Deloitte & Touche LLP. |
2 | Expenses in connection with preparing this proxy statement and all solicitations will be borne by FMR. |
A-1
APPENDIX B Shareholders of each of the following funds will be voting on Proposal 2: Fund VIP Balanced Portfolio VIP Contrafund Portfolio VIP Disciplined Small Cap Portfolio VIP Dynamic Capital Appreciation Portfolio VIP Emerging Markets Portfolio VIP Equity-Income Portfolio VIP Floating Rate High Income Portfolio VIP Growth & Income Portfolio VIP Growth Opportunities Portfolio VIP Growth Portfolio VIP High Income Portfolio VIP Index 500 Portfolio VIP International Capital Appreciation Portfolio VIP Mid Cap Portfolio VIP Overseas Portfolio VIP Value Portfolio VIP Value Strategies Portfolio B-1
APPENDIX C Each fund’ssub-adviser(s) and eachsub-adviser’s principal business address are listed below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Initial ClassTRUST/Fund
| | FMR UK1 | | | FMR H.K.2 | | | FMR Japan3 | | | FIA4 | | | FIJ5 | | | FIA (UK)6 | | | Geode7 | | Investor Class
| | VIP Value Leaders
| | Initial Class
| | Investor Class
| | Service Class
| | Service Class 2
| |
APPENDIX D
Record and/or beneficial ownership as of 01/31/2008:
VARIABLE INSURANCE PRODUCTS FUND | Fund/Class Name
| Owner
| City
| State
| %
| | | | | | | | | | | | | | | | | | | | | | | | VIP Equity-Income Portfolio | | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | Initial ClassVIP Floating Rate High Income Portfolio
| | | X | | Investor Class
| | | X | | Service Class
| | | X | | Service Class 2
| | | — | | Service Class 2 R
| | | — | | | | — | | | | — | | VIP Growth Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | Service Class 2 R
| | | — | | | | — | | VIP High Income Portfolio | | | X | | Initial Class
| | | X | | Initial Class R
| | | X | | Investor Class
| | | — | | Service Class
| | | — | | Service Class R
| | | — | | Service Class 2
| | | — | | Service Class 2 R
| | | | | VIP Overseas Portfolio | | | X | | Initial Class
| | | X | | Initial Class R
| | | X | | Investor Class R
| | | X | | Service Class
| | | X | | Service Class R
| | | X | | Service Class 2
| | | — | | Service Class 2 R
| | | | | VIP Value Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | | | | — | | | | — | | VARIABLE INSURANCE PRODUCTS FUND II | Fund/Class Name
| Owner
| City
| State
| %
| | | | | | | | | | | | | | | | | | | | | | | | VIP Contrafund Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | Service Class 2 R
| | | — | | | | — | | VIP Disciplined Small Cap Portfolio | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | X | | Initial ClassVIP Emerging Markets Portfolio
| | | X | | | | X | | | | X | | | | X | | | | X | | | | X | | | | — | | Investor ClassVIP Extended Market Index Portfolio
| | | — | | Service Class
| | | — | | Service Class 2
| | | — | | | | — | | | | — | | | | — | | | | X | | VIP Index 500 Portfolio | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | X | | Initial ClassVIP International Capital Appreciation Portfolio
| | | X | | | | X | | | | X | | | | X | | | | — | | | | X | | | | — | | Service ClassVIP International Index Portfolio
| | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | X | | Service Class 2VIP Total Market Index Portfolio
| | | — | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | X | | VARIABLE INSURANCE PRODUCTS FUND III | Fund/Class Name
| Owner
| City
| State
| %
| VIP Aggressive Growth
| | | | | Initial Class
| | | | | Investor Class
| | | | | Service Class
| | | | | Service Class 2
| | | | | | | | VIP Balanced Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | | | — | | | | — | | VIP Dynamic Capital Appreciation Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | | | — | | | | — | | VIP Growth & Income Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | | | — | | | | — | | VIP Growth Opportunities Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | | | — | | | | — | | VIP Mid Cap Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | | | — | | | | — | | VIP Value Strategies Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | Service Class
| | | — | | Service Class 2
| | | — | | | | | — | | | | — | | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fund/Class NameVIP Communication Services Portfolio
| Owner
| City
| State X | %
| | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | VIP Consumer Discretionary Portfolio | | | X | | Initial Class
| | | X | | Investor Class
| | | X | | | | — | | | | — | | | | — | | | | — | | VIP Consumer Staples Portfolio | | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | Initial ClassVIP Energy Portfolio
| | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | Investor ClassVIP Financial Services Portfolio
| | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | VIP Health Care Portfolio | | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | VIP Industrials Portfolio | | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | VIP Materials Portfolio | | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | VIP Real Estate Portfolio | | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | VIP Technology Portfolio | | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | | VIP Utilities Portfolio | | | X | | | | X | | | | X | | | | — | | | | — | | | | — | | | | — | |
1 | The principal business address of FMR Investment Management (UK) Limited (FMR UK) is 1 St. Martin’s Le Grand, London, EC1A 4AS, United Kingdom. |
2 | The principal business address of Fidelity Management & Research (Hong Kong) Limited (FMR H.K.) is Floor 19, 41 Connaught Road Central, Hong Kong. |
3 | The principal business address of Fidelity Management & Research (Japan) Limited (FMR Japan) is Kamiyacho Prime Place,1-17,Toranomon-4-Chome,Minato-ku, Tokyo, Japan. |
4 | The principal business address of FIL Investment Advisors (FIA) is Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda. |
5 | The principal business address of FIL Investments (Japan) Limited (FIJ) isTri-Seven Roppongi,7-7-7 Roppongi,Minato-ku, Tokyo,Japan106-0032. |
6 | The principal business address of FIL Investment Advisors (UK) Limited (FIA (UK)) is Oakhill House, 130 Tonbridge Road, Hildenborough, TN11 9DZ, United Kingdom. |
7 | The principal business address of Geode Capital Management, LLC (Geode) is 100 Summer Street, 12th Floor, Boston,Massachusetts 02110. |
C-1
APPENDIX D Information regarding the number of shares of each fund and class, as applicable, of each trust issued and outstanding is provided below. | | | | | TRUST/Fund | | Number of Shares Outstanding as of [ ] | | VARIABLE INSURANCE PRODUCTS FUND | | | | | VIP Equity-Income Portfolio | | | [ ] | | VIP Floating Rate High Income Portfolio | | | [ ] | | VIP Growth Portfolio | | | [ ] | | VIP High Income Portfolio | | | [ ] | | VIP Overseas Portfolio | | | [ ] | | VIP Value Portfolio | | | [ ] | | VARIABLE INSURANCE PRODUCTS FUND II | | | | | VIP Contrafund Portfolio | | | [ ] | | VIP Disciplined Small Cap Portfolio | | | [ ] | | VIP Emerging Markets Portfolio | | | [ ] | | Initial Class
| | | | | Initial Class R
| | | | | Investor Class R
| | | | | Service Class
| | | | | Service Class 2
| | | | | Service Class 2 R
| | | | | VIP EnergyExtended Market Index Portfolio | | | [ ] | | Initial Class
| | | | | Investor Class
| | | | | Service Class 2
| | | | | VIP Financial ServicesIndex 500 Portfolio | | | [ ] | | Initial Class
| | | | | Investor Class
| | | | | VIP Growth Stock
| | | | | Initial Class
| | | | | Investor Class
| | | | | Service Class
| | | | | Service Class 2
| | | | | VIP Health Care
| | | | | Initial Class
| | | | | Investor Class
| | | | | VIP Industrials
| | | | | Initial Class
| | | | | Investor Class
| | | | | VIP International Capital Appreciation Portfolio | | | [ ] | | Initial ClassVIP International Index Portfolio
| | | [ ] | | Initial Class RVIP Total Market Index Portfolio
| | | [ ] | | Investor Class RVARIABLE INSURANCE PRODUCTS FUND III
| | | | | Service ClassVIP Balanced Portfolio
| | | [ ] | | Service Class RVIP Dynamic Capital Appreciation Portfolio
| | | [ ] | | Service Class 2VIP Growth & Income Portfolio
| | | [ ] | | Service Class 2 RVIP Growth Opportunities Portfolio
| | | [ ] | | VIP Mid Cap Portfolio | | | [ ] | | VIP Value Strategies Portfolio | | | [ ] | | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | VIP Communication Services Portfolio | | | [ ] | | VIP Consumer Discretionary Portfolio | | | [ ] | | VIP Consumer Staples Portfolio | | | [ ] | | VIP Energy Portfolio | | | [ ] | | VIP Financial Services Portfolio | | | [ ] | | VIP Health Care Portfolio | | | [ ] | | VIP Industrials Portfolio | | | [ ] | | VIP Materials Portfolio | | | [ ] | | Initial Class
| | | | | Investor Class
| | | | | VIP Real Estate Portfolio | | | [ ] | | Initial Class
| | | | | Investor Class
| | | | | Service Class
| | | | | Service Class 2
| | | | | VIP Technology Portfolio | | | [ ] | | Initial Class
| | | | | Investor Class
| | | | | VIP Telecommunications
| | | | | Initial Class
| | | | | Investor Class
| | | | | VIP Utilities Portfolio | | | [ ] | |
D-1
APPENDIX E To the knowledge of the trusts, substantial (5% or more) record and/or beneficial ownership of each fund or class on [ ] was as follows: | | | | | | | | | Initial ClassVARIABLE INSURANCE PRODUCTS FUND
| | | | | | | | | Investor Class Name
| | Owner Name | | City | | State | | Ownership % | | | | | | VIP Value LeadersVARIABLE INSURANCE PRODUCTS FUND II
| | | | | | | | | Initial Class Name
| | Owner Name | | City | | State | | Ownership % | | | | | | Investor ClassVARIABLE INSURANCE PRODUCTS FUND III
| | | | | | | | | Service Class Name
| | Owner Name | | City | | State | | Ownership % | | | | | | Service Class 2VARIABLE INSURANCE PRODUCTS FUND IV
| | | | |
APPENDIX E
Interested Nominees
| | | | Dollar range of fund shares
as of 12/31/07Class Name
| Edward C. Johnson 3d
| James C. CurveyOwner Name
| | City | | State | | Ownership % |
[To the knowledge of the trusts, no other shareholder owned of record or beneficially more than 5% of the outstanding shares of each class of the funds on that date.] [A shareholder owning of record or beneficially more than 25% of a fund’s outstanding shares may be considered a controlling person. That shareholder’s vote could have a more significant effect on matters presented at a shareholders’ meeting than votes of other shareholders.] E-1
APPENDIX F The following chart lists the lengths of service of each current Trustee or Advisory Board Member of each trust. | | | | | | | | | | | | | | | Interested Trustees* | | Advisory Board Members | VIP Aggressive GrowthTrust
| | Jonathan Chiel | | James C. Curvey | | Vicki L. Fuller | | Patricia L. Kampling | | Peter S. Lynch | | Susan Tomasky | Variable Insurance Products Fund | | Trustee 2016 | | Trustee 2007 | | Advisory Board Member 2018 | | Advisory Board Member 2020 | | Advisory Board Member 2003 | | Advisory Board Member 2020 | Variable Insurance Products Fund II | | n/a | | Trustee 2007 | | Advisory Board Member 2018 | | Advisory Board Member 2020 | | Advisory Board Member 2003 | | Advisory Board Member 2020 | Variable Insurance Products Fund III | | n/a | | Trustee 2007 | | Advisory Board Member 2018 | | Advisory Board Member 2020 | | Advisory Board Member 2003 | | Advisory Board Member 2020 | Variable Insurance Products Fund IV | | n/a | | Trustee 2018 | | Advisory Board Member 2018 | | Advisory Board Member 2020 | | Advisory Board Member 2018 | | Advisory Board Member 2020 |
| | | | | | | | | | | | | | | | | | | | | Independent Trustees | VIP BalancedTrust
| | Dennis J. Dirks | | Donald F. Donahue | | Alan J. Lacy | | Ned C. Lautenbach | | Joseph Mauriello | | Cornelia M. Small | | Garnett A. Smith | | David M. Thomas | | Michael E. Wiley | Variable Insurance Products Fund | | Trustee 2005 | | Trustee 2018 | | Trustee 2008 | | Trustee 2000 | | Trustee 2008 | | Trustee 2005 | | Trustee 2018 | | Trustee 2008 | | Advisory Board Member 2018 | Variable Insurance Products Fund II | | Trustee 2005 | | Trustee 2018 | | Trustee 2008 | | Trustee 2000 | | Trustee 2008 | | Trustee 2005 | | Trustee 2018 | | Trustee 2008 | | Trustee 2018 | Variable Insurance Products Fund III | | Trustee 2005 | | Trustee 2018 | | Trustee 2008 | | Trustee 2000 | | Trustee 2008 | | Trustee 2005 | | Trustee 2018 | | Trustee 2008 | | Trustee 2018 | Variable Insurance Products Fund IV | | Trustee 2018 | | Trustee 2018 | | Trustee 2018 | | Trustee 2018 | | Trustee 2018 | | Trustee 2018 | | Trustee 2013 | | Trustee 2018 | | Trustee 2008 |
* | Trustee has been determined to be “interested” by virtue of, among other things, his affiliation with a trust or various entities under common control with FMR. |
F-1
APPENDIX G Information regarding nominee and Trustee ownership of fund shares is provided below. Interested Nominees | | | | | VIP Consumer DiscretionaryDOLLAR RANGE OF FUND SHARES AS OF January 31, 2020
| | Bettina Doulton | | Robert A. Lawrence | VIP Consumer StaplesVARIABLE INSURANCE PRODUCTS FUND
| | | | | VIP Contrafund Equity-Income Portfolio | | [ ] | | [ ] | VIP Floating Rate High Income Portfolio | | [ ] | | [ ] | VIP Growth Portfolio | | [ ] | | [ ] | VIP High Income Portfolio | | [ ] | | [ ] | VIP Overseas Portfolio | | [ ] | | [ ] | VIP Value Portfolio | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND II | | | | | VIP Contrafund Portfolio | | [ ] | | [ ] | VIP Disciplined Small Cap Portfolio | | [ ] | | [ ] | VIP Emerging Markets Portfolio | | [ ] | | [ ] | VIP Extended Market Index Portfolio | | [ ] | | [ ] | VIP Index 500 Portfolio | | [ ] | | [ ] | VIP International Capital Appreciation Portfolio | | [ ] | | [ ] | VIP International Index Portfolio | | [ ] | | [ ] | VIP Total Market Index Portfolio | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND III | | | | | VIP Balanced Portfolio | | [ ] | | [ ] | VIP Dynamic Capital Appreciation Portfolio | | [ ] | | [ ] | VIP Emerging Markets
| | | VIP Energy
| | | VIP Equity-Income
| | | VIP Financial Services
| | | VIP Growth
| | | VIP Growth & Income Portfolio | | [ ] | | [ ] | VIP Growth Opportunities Portfolio | | [ ] | | [ ] | VIP Growth Stock Mid Cap Portfolio | | [ ] | | [ ] | VIP Value Strategies Portfolio | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | VIP Communication Services Portfolio | | [ ] | | [ ] | VIP Consumer Discretionary Portfolio | | [ ] | | [ ] | VIP Consumer Staples Portfolio | | [ ] | | [ ] | VIP Energy Portfolio | | [ ] | | [ ] | VIP Financial Services Portfolio | | [ ] | | [ ] | VIP Health Care Portfolio | | [ ] | | [ ] | VIP High Income Industrials Portfolio | | [ ] | | [ ] | VIP Index 500 Materials Portfolio | | [ ] | | [ ] | VIP Industrials
| | | VIP International Capital Appreciation
| | | VIP Materials
| | | VIP Mid Cap
| | | VIP Overseas
| | | VIP Real Estate Portfolio | | [ ] | | [ ] | VIP Technology Portfolio | | [ ] | | [ ] | VIP Telecommunications Utilities Portfolio | | [ ] | | [ ] | VIP Utilities
| | | VIP Value
| | | VIP Value Leaders
| | | VIP Value Strategies
| | | AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY | | [ ] | | [ ] |
Independent Nominees Independent Nominees
| | | | | | | | | | | | | Dollar range of fund shares
as of 12/31/07DOLLAR RANGE OF
FUND SHARES AS OF January 31, 2020 | | Dennis J. Dirks | Alan
Lacy
| Donald F. Donahue | | Vicki L. Fuller | | Patricia L. Kampling | | Alan J. Lacy | | Ned C. Lautenbach | VARIABLE INSURANCE PRODUCTS FUND | Joseph
Mauriello
| [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Equity-Income Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Floating Rate High Income Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ �� ] | | [ ] | VIP Growth Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP High Income Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Overseas Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Value Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] |
G-1
| | | | | | | | | | | | | VIP Aggressive GrowthDOLLAR RANGE OF
FUND SHARES AS OF January 31, 2020 | | Dennis J. Dirks | | Donald F. Donahue | | Vicki L. Fuller | | Patricia L. Kampling | | Alan J. Lacy | | Ned C. Lautenbach | VIP BalancedVARIABLE INSURANCE PRODUCTS FUND II
| | | | | | | | | | | | | VIP Consumer Discretionary Contrafund Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Consumer Staples
| | | | | VIP Contrafund
| | | | | VIP Disciplined Small Cap Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Emerging Markets Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Extended Market Index Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Index 500 Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP International Capital Appreciation Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP International Index Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Total Market Index Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND III | | | | | | | | | | | | | VIP Balanced Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Dynamic Capital Appreciation Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Emerging Markets
| | | | | VIP Energy
| | | | | VIP Equity-Income
| | | | | VIP Financial Services
| | | | | VIP Growth
| | | | | VIP Growth & Income Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Growth Opportunities Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Growth Stock Mid Cap Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Value Strategies Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | | | | | | | | | VIP Communication Services Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Consumer Discretionary Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Consumer Staples Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Energy Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Financial Services Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Health Care Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP High Income Industrials Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Index 500 Materials Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Industrials
| | | | | VIP International Capital Appreciation
| | | | | VIP Materials
| | | | | VIP Mid Cap
| | | | | VIP Overseas
| | | | | VIP Real Estate Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Technology Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Telecommunications Utilities Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Utilities
| | | | | VIP Value
| | | | | VIP Value Leaders
| | | | | VIP Value Strategies
| | | | | AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | | | | | | | Independent NomineesDOLLAR RANGE OF
FUND SHARES AS OF January 31, 2020 | | Joseph Mauriello | | Cornelia M. Small | | Garnett A. Smith | | David M. Thomas | | Susan Tomasky | | Michael E. Wiley | Dollar range of fund shares
as of 12/31/07VARIABLE INSURANCE PRODUCTS FUND
| Cornelia M.
Small
| William S.
Stavropoulos
| David M.
Thomas
| Michael E.
Wiley
| | | | | | | | | VIP Aggressive Growth Equity-Income Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Balanced Floating Rate High Income Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Consumer Discretionary Growth Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Consumer Staples High Income Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Contrafund Overseas Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Value Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND II | | | | | | | | | | | | | VIP Contrafund Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Disciplined Small Cap Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Emerging Markets Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Extended Market Index Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Index 500 Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP International Capital Appreciation Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP International Index Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Total Market Index Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND III | | | | | | | | | | | | | VIP Balanced Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Dynamic Capital Appreciation Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Emerging Markets
| | | | | VIP Energy
| | | | | VIP Equity-Income
| | | | | VIP Financial Services
| | | | | VIP Growth
| | | | | VIP Growth & Income Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Growth Opportunities Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Growth Stock Mid Cap Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Value Strategies Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] |
G-2
| | | | | | | | | | | | | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | | | | | | | | | VIP Communication Services Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Consumer Discretionary Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Consumer Staples Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Energy Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Financial Services Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Health Care Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP High Income Industrials Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Index 500 Materials Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Industrials
| | | | | VIP International Capital Appreciation
| | | | | VIP Materials
| | | | | VIP Mid Cap
| | | | | VIP Overseas
| | | | | VIP Real Estate Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Technology Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Telecommunications Utilities Portfolio | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | VIP Utilities
| | | | | VIP Value
| | | | | VIP Value Leaders
| | | | | VIP Value Strategies
| | | | | AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] | | [ ] |
Interested Trustees | | | | | DOLLAR RANGE OF FUND SHARES AS OF January 31, 2020 | | Jonathan Chiel | | James C. Curvey | VARIABLE INSURANCE PRODUCTS FUND | | | | | VIP Equity-Income Portfolio | | [ ] | | [ ] | VIP Floating Rate High Income Portfolio | | [ ] | | [ ] | VIP Growth Portfolio | | [ ] | | [ ] | VIP High Income Portfolio | | [ ] | | [ ] | VIP Overseas Portfolio | | [ ] | | [ ] | VIP Value Portfolio | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND II | | | | | VIP Contrafund Portfolio | | [ ] | | [ ] | VIP Disciplined Small Cap Portfolio | | [ ] | | [ ] | VIP Emerging Markets Portfolio | | [ ] | | [ ] | VIP Extended Market Index Portfolio | | [ ] | | [ ] | VIP Index 500 Portfolio | | [ ] | | [ ] | VIP International Capital Appreciation Portfolio | | [ ] | | [ ] | VIP International Index Portfolio | | [ ] | | [ ] | VIP Total Market Index Portfolio | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND III | | | | | VIP Balanced Portfolio | | [ ] | | [ ] | VIP Dynamic Capital Appreciation Portfolio | | [ ] | | [ ] | VIP Growth & Income Portfolio | | [ ] | | [ ] | VIP Growth Opportunities Portfolio | | [ ] | | [ ] | VIP Mid Cap Portfolio | | [ ] | | [ ] | VIP Value Strategies Portfolio | | [ ] | | [ ] | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | VIP Communication Services Portfolio | | [ ] | | [ ] | VIP Consumer Discretionary Portfolio | | [ ] | | [ ] | VIP Consumer Staples Portfolio | | [ ] | | [ ] | VIP Energy Portfolio | | [ ] | | [ ] | VIP Financial Services Portfolio | | [ ] | | [ ] | VIP Health Care Portfolio | | [ ] | | [ ] | VIP Industrials Portfolio | | [ ] | | [ ] | VIP Materials Portfolio | | [ ] | | [ ] | VIP Real Estate Portfolio | | [ ] | | [ ] | VIP Technology Portfolio | | [ ] | | [ ] | VIP Utilities Portfolio | | [ ] | | [ ] | AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY | | [ ] | | [ ] |
G-3
APPENDIX FH The following table sets forth information describing the compensation of each Trustee and Membermember of the Advisory Board for his or her services, for theeach fund’s fiscal year ended December 31, 2007. Compensation Table1 | AGGREGATE COMPENSATION FROM A FUND | Dennis J. Dirks | Albert R. Gamper, Jr | George H. Heilmeier | Arthur E. Johnson2 | James H. Keyes | Marie L. Knowles | Alan J. Lacy2 | VIP Aggressive Growth | $ 7 | $ 7 | $ 7 | $ 0 | $ 7 | $ 8 | $ 0 | VIP Balanced | $ 135 | $ 130 | $ 131 | $ 0 | $ 131 | $ 153 | $ 0 | VIP Consumer Discretionary | $ 4 | $ 4 | $ 4 | $ 0 | $ 4 | $ 5 | $ 0 | VIP Consumer Staples+ | $ 2 | $ 2 | $ 2 | $ 1 | $ 2 | $ 3 | $ 1 | VIP ContrafundB | $ 5,814 | $ 5,600 | $ 5,662 | $ 0 | $ 5,639 | $ 6,629 | $ 0 | VIP Disciplined Small Cap | $ 10 | $ 9 | $ 9 | $ 0 | $ 9 | $ 11 | $ 0 | VIP Dynamic Capital Appreciation | $ 28 | $ 27 | $ 27 | $ 0 | $ 27 | $ 32 | $ 0 | VIP Emerging Markets+ | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | $ 7 | VIP Energy | $ 123 | $ 118 | $ 120 | $ 0 | $ 119 | $ 139 | $ 0 | VIP Equity-IncomeC | $ 3,082 | $ 2,973 | $ 3,007 | $ 0 | $ 2,995 | $ 3,533 | $ 0 | VIP Financial Services | $ 12 | $ 11 | $ 12 | $ 0 | $ 11 | $ 14 | $ 0 | VIP GrowthD | $ 1,904 | $ 1,834 | $ 1,854 | $ 0 | $ 1,847 | $ 2,169 | $ 0 | VIP Growth & Income | $ 391 | $ 377 | $ 381 | $ 0 | $ 380 | $ 448 | $ 0 | VIP Growth Opportunities | $ 157 | $ 151 | $ 153 | $ 0 | $ 152 | $ 179 | $ 0 | VIP Growth Stock | $ 5 | $ 4 | $ 4 | $ 0 | $ 4 | $ 5 | $ 0 | VIP Health Care | $ 21 | $ 20 | $ 21 | $ 0 | $ 20 | $ 24 | $ 0 | VIP High Income | $ 337 | $ 325 | $ 329 | $ 0 | $ 328 | $ 388 | $ 0 | VIP Index 500E | $ 792 | $ 764 | $ 773 | $ 0 | $ 770 | $ 907 | $ 0 | VIP Industrials | $ 17 | $ 16 | $ 16 | $ 0 | $ 16 | $ 19 | $ 0 | VIP International Capital Appreciation | $ 16 | $ 16 | $ 16 | $ 0 | $ 16 | $ 19 | $ 0 | VIP Materials+ | $ 4 | $ 4 | $ 4 | $ 2 | $ 4 | $ 5 | $ 2 | VIP Mid Cap | $ 2,077 | $ 2,001 | $ 2,024 | $ 0 | $ 2,015 | $ 2,367 | $ 0 | VIP OverseasF | $ 886 | $ 854 | $ 864 | $ 0 | $ 860 | $ 1,013 | $ 0 | VIP Real Estate | $ 56 | $ 54 | $ 55 | $ 0 | $ 54 | $ 65 | $ 0 | VIP Technology | $ 21 | $ 20 | $ 20 | $ 0 | $ 20 | $ 24 | $ 0 | VIP Telecommunications+ | $ 3 | $ 3 | $ 3 | $ 1 | $ 3 | $ 3 | $ 1 | VIP Utilities | $ 33 | $ 32 | $ 32 | $ 0 | $ 32 | $ 38 | $ 0 | VIP Value | $ 30 | $ 29 | $ 29 | $ 0 | $ 29 | $ 34 | $ 0 | VIP Value Leaders | $ 22 | $ 21 | $ 21 | $ 0 | $ 21 | $ 25 | $ 0 | VIP Value Strategies | $ 139 | $ 134 | $ 135 | $ 0 | $ 135 | $ 159 | $ 0 | TOTAL COMPENSATION FROM THE FUND COMPLEXA | $ 370,250 | $ 356,750 | $ 360,750 | $ 0 | $ 359,250 | $ 422,750 | $ 0 | Compensation Table1 | AGGREGATE COMPENSATION FROM A FUND | Ned C. Lautenbach | Joseph Mauriello3 | Cornelia M. Small | William S. Stavropoulos | David M. Thomas4 | Michael E. Wiley4 | Kenneth L. Wolfe | VIP Aggressive Growth | $ 10 | $ 4 | $ 7 | $ 8 | $ 3 | $ 3 | $ 7 | VIP Balanced | $ 180 | $ 70 | $ 133 | $ 153 | $ 39 | $ 39 | $ 133 | VIP Consumer Discretionary | $ 5 | $ 2 | $ 4 | $ 5 | $ 1 | $ 1 | $ 4 | VIP Consumer Staples+ | $ 3 | $ 2 | $ 2 | $ 3 | $ 2 | $ 2 | $ 2 | VIP ContrafundB | $ 7,762 | $ 2,836 | $ 5,741 | $ 6,568 | $ 1,559 | $ 1,559 | $ 5,749 | VIP Disciplined Small Cap | $ 13 | $ 5 | $ 10 | $ 11 | $ 3 | $ 3 | $ 10 | VIP Dynamic Capital Appreciation | $ 38 | $ 13 | $ 28 | $ 32 | $ 7 | $ 7 | $ 28 | VIP Emerging Markets+ | $ 9 | $ 7 | $ 7 | $ 8 | $ 7 | $ 7 | $ 7 | VIP Energy | $ 163 | $ 67 | $ 121 | $ 139 | $ 38 | $ 38 | $ 121 | VIP Equity-IncomeC | $ 4,128 | $ 1,422 | $ 3,048 | $ 3,490 | $ $742 | $ $742 | $ 3,053 | VIP Financial Services | $ 16 | $ 4 | $ 12 | $ 13 | $ 2 | $ 2 | $ 12 | VIP GrowthD | $ 2,540 | $ 918 | $ 1,880 | $ 2,144 | $ 509 | $ 509 | $ 1,883 | VIP Growth & Income | $ 523 | $ 182 | $ 387 | $ 442 | $ 98 | $ 98 | $ 387 | VIP Growth Opportunities | $ 209 | $ 77 | $ 155 | $ 177 | $ 42 | $ 42 | $ 155 | VIP Growth Stock | $ 6 | $ 2 | $ 5 | $ 5 | $ 2 | $ 2 | $ 5 | VIP Health Care | $ 28 | $ 9 | $ 21 | $ 24 | $ 5 | $ 5 | $ 21 | VIP High Income | $ 452 | $ 148 | $ 333 | $ 381 | $ 78 | $ 78 | $ 334 | VIP Index 500E | $ 1,060 | $ 370 | $ 783 | $ 897 | $ 195 | $ 195 | $ 784 | VIP Industrials | $ 22 | $ 8 | $ 17 | $ 19 | $ 5 | $ 5 | $ 17 | VIP International Capital Appreciation | $ 22 | $ 9 | $ 16 | $ 19 | $ 5 | $ 5 | $ 16 | VIP Materials+ | $ 5 | $ 4 | $ 4 | $ 5 | $ 3 | $ 3 | $ 4 | VIP Mid Cap | $ 2,774 | $ 1,026 | $ 2,051 | $ 2,349 | $ 561 | $ 561 | $ 2,055 | VIP OverseasF | $ 1,185 | $ 425 | $ 875 | $ 1,004 | $ 229 | $ 229 | $ 877 | VIP Real Estate | $ 75 | $ 18 | $ 55 | $ 62 | $ 9 | $ 9 | $ 55 | VIP Technology | $ 28 | $ 10 | $ 21 | $ 23 | $ 6 | $ 6 | $ 21 | VIP Telecommunications+ | $ 3 | $ 2 | $ 3 | $ 3 | $ 2 | $ 2 | $ 3 | VIP Utilities | $ 44 | $ 16 | $ 33 | $ 39 | $ 8 | $ 8 | $ 33 | VIP Value | $ 40 | $ 16 | $ 30 | $ 34 | $ 9 | $ 9 | $ 30 | VIP Value Leaders | $ 29 | $ 10 | $ 21 | $ 25 | $ 5 | $ 5 | $ 21 | VIP Value Strategies | $ 186 | $ 69 | $ 137 | $ 158 | $ 34 | $ 34 | $ 137 | TOTAL COMPENSATION FROM THE FUND COMPLEXA | $ 494,750 | $ 179,250 | $ 365,750 | $ 418,500 | $ 97,500 | $ 97,500 | $ 366,250 |
1 Edward C. Johnson 3d,2019. Jonathan Chiel, James C. Curvey, and Peter S. Lynch are interested persons and are compensated by FMR.
2 Effective January 1, 2008, Mr. Arthur JohnsonFidelity. Patricia L. Kampling and Mr. Lacy serve as MembersSusan Tomasky are members of the Advisory Board.
3 Effective JulyBoard of each trust effective February 1, 2007, Mr. Mauriello serves2020 and as a Member of the Advisory Board.
4 Effective October 1, 2007, Messrs. Thomas and Wiley serve as Members of the Advisory Board.
+ Estimated for the fund's first full year.
A Reflects compensationsuch received for the calendar year ended December 31, 2007 for 373 funds of 58 trusts (including Fidelity Central Investment Portfolios LLC and Fidelity Central Investment Portfolios II LLC). Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For calendar year ended December 31, 2007, the Trustees accrued required deferredno compensation from the funds as follows: Dennis J. Dirks, $158,875; Albert R. Gamper, Jr., $155,125; George H. Heilmeier, $155,125; James H. Keyes, $155,125; Marie L. Knowles, $170,125; Ned C. Lautenbach, $205,125; Cornelia M. Small; $155,125; William S. Stavropoulos, $161,375; and Kenneth L. Wolfe, $155,125. Certain ofor fund complex for the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Ned C. Lautenbach, $37,576.periods shown.
BCompensation figures include cash, amounts requiredTable
| | | | | | | | | | | | | | | | | | | | | AGGREGATE COMPENSATION FROM A FUND | | Dennis J. Dirks | | | Donald F. Donahue | | | Vicki L. Fuller | | | Alan J. Lacy | | | Ned C. Lautenbach | | VARIABLE INSURANCE PRODUCTS FUND | | | | | | | | | | | | | | | | | | | | | VIP Equity-Income Portfolio | | $ | 2,076 | | | $ | 1,978 | | | $ | 1,924 | | | $ | 1,934 | | | $ | 2,344 | | VIP Floating Rate High Income Portfolio | | $ | 109 | | | $ | 103 | | | $ | 101 | | | $ | 101 | | | $ | 123 | | VIP Growth Portfolio | | $ | 2,248 | | | $ | 2,141 | | | $ | 2,084 | | | $ | 2,095 | | | $ | 2,538 | | VIP High Income Portfolio | | $ | 404 | | | $ | 385 | | | $ | 375 | | | $ | 377 | | | $ | 456 | | VIP Overseas Portfolio | | $ | 632 | | | $ | 602 | | | $ | 586 | | | $ | 589 | | | $ | 713 | | VIP Value Portfolio | | $ | 128 | | | $ | 122 | | | $ | 119 | | | $ | 119 | | | $ | 144 | | VARIABLE INSURANCE PRODUCTS FUND II | | | | | | | | | | | | | | | | | | | | | VIP Contrafund Portfolio1 | | $ | 7,211 | | | $ | 6,868 | | | $ | 6,684 | | | $ | 6,719 | | | $ | 8,141 | | VIP Disciplined Small Cap Portfolio | | $ | 109 | | | $ | 104 | | | $ | 101 | | | $ | 101 | | | $ | 123 | | VIP Emerging Markets Portfolio | | $ | 176 | | | $ | 168 | | | $ | 163 | | | $ | 164 | | | $ | 199 | | VIP Extended Market Index Portfolio | | $ | 20 | | | $ | 19 | | | $ | 19 | | | $ | 19 | | | $ | 23 | | VIP Index 500 Portfolio | | $ | 3,348 | | | $ | 3,189 | | | $ | 3,103 | | | $ | 3,120 | | | $ | 3,780 | | VIP International Capital Appreciation Portfolio | | $ | 133 | | | $ | 127 | | | $ | 123 | | | $ | 124 | | | $ | 150 | | VIP International Index Portfolio | | $ | 33 | | | $ | 32 | | | $ | 31 | | | $ | 31 | | | $ | 38 | | VIP Total Market Index Portfolio | | $ | 49 | | | $ | 47 | | | $ | 46 | | | $ | 46 | | | $ | 56 | | VARIABLE INSURANCE PRODUCTS FUND III | | | | | | | | | | | | | | | | | | | | | VIP Balanced Portfolio | | $ | 1,790 | | | $ | 1,705 | | | $ | 1,660 | | | $ | 1,669 | | | $ | 2,022 | | VIP Dynamic Capital Appreciation Portfolio | | $ | 64 | | | $ | 61 | | | $ | 60 | | | $ | 60 | | | $ | 73 | | VIP Growth & Income Portfolio | | $ | 582 | | | $ | 554 | | | $ | 539 | | | $ | 542 | | | $ | 657 | | VIP Growth Opportunities Portfolio | | $ | 514 | | | $ | 489 | | | $ | 476 | | | $ | 479 | | | $ | 580 | | VIP Mid Cap Portfolio2 | | $ | 2,994 | | | $ | 2,853 | | | $ | 2,776 | | | $ | 2,790 | | | $ | 3,380 | | VIP Value Strategies Portfolio | | $ | 160 | | | $ | 153 | | | $ | 149 | | | $ | 149 | | | $ | 181 | | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | | | | | | | | | | | | | | | | | VIP Communication Services Portfolio | | $ | 26 | | | $ | 25 | | | $ | 25 | | | $ | 25 | | | $ | 30 | | VIP Consumer Discretionary Portfolio | | $ | 83 | | | $ | 79 | | | $ | 77 | | | $ | 78 | | | $ | 94 | | VIP Consumer Staples Portfolio | | $ | 89 | | | $ | 85 | | | $ | 83 | | | $ | 83 | | | $ | 101 | | VIP Energy Portfolio | | $ | 89 | | | $ | 85 | | | $ | 83 | | | $ | 83 | | | $ | 101 | | VIP Financial Services Portfolio | | $ | 66 | | | $ | 63 | | | $ | 61 | | | $ | 62 | | | $ | 75 | | VIP Health Care Portfolio | | $ | 343 | | | $ | 326 | | | $ | 318 | | | $ | 319 | | | $ | 387 | | VIP Industrials Portfolio | | $ | 72 | | | $ | 69 | | | $ | 67 | | | $ | 67 | | | $ | 82 | | VIP Materials Portfolio | | $ | 21 | | | $ | 20 | | | $ | 19 | | | $ | 19 | | | $ | 23 | | VIP Real Estate Portfolio | | $ | 164 | | | $ | 156 | | | $ | 152 | | | $ | 152 | | | $ | 185 | | VIP Technology Portfolio | | $ | 301 | | | $ | 287 | | | $ | 279 | | | $ | 281 | | | $ | 340 | | VIP Utilities Portfolio | | $ | 86 | | | $ | 82 | | | $ | 80 | | | $ | 80 | | | $ | 98 | | TOTAL COMPENSATION FROM THE FUND COMPLEX3 | | $ | 507,000 | | | $ | 483,000 | | | $ | 470,000 | | | $ | 472,500 | | | $ | 572,500 | |
| | | | | | | | | | | | | | | | | | | | | AGGREGATE COMPENSATION FROM A FUND | | Joseph Mauriello | | | Cornelia M. Small | | | Garnett A. Smith | | | David M. Thomas | | | Michael E. Wiley | | VARIABLE INSURANCE PRODUCTS FUND | | | | | | | | | | | | | | | | | | | | | VIP Equity-Income Portfolio | | $ | 2,186 | | | $ | 1,963 | | | $ | 1,972 | | | $ | 2,078 | | | $ | 2,037 | | VIP Floating Rate High Income Portfolio | | $ | 114 | | | $ | 103 | | | $ | 103 | | | $ | 109 | | | $ | 106 | | VIP Growth Portfolio | | $ | 2,367 | | | $ | 2,126 | | | $ | 2,135 | | | $ | 2,250 | | | $ | 2,206 | | VIP High Income Portfolio | | $ | 426 | | | $ | 382 | | | $ | 384 | | | $ | 405 | | | $ | 397 | | VIP Overseas Portfolio | | $ | 665 | | | $ | 598 | | | $ | 600 | | | $ | 632 | | | $ | 620 | | VIP Value Portfolio | | $ | 135 | | | $ | 121 | | | $ | 122 | | | $ | 128 | | | $ | 126 | |
H-1
| | | | | | | | | | | | | | | | | | | | | AGGREGATE COMPENSATION FROM A FUND | | Joseph Mauriello | | | Cornelia M. Small | | | Garnett A. Smith | | | David M. Thomas | | | Michael E. Wiley | | VARIABLE INSURANCE PRODUCTS FUND II | | | | | | | | | | | | | | | | | | | | | VIP Contrafund Portfolio1 | | $ | 7,591 | | | $ | 6,821 | | | $ | 6,849 | | | $ | 7,217 | | | $ | 7,075 | | VIP Disciplined Small Cap Portfolio | | $ | 114 | | | $ | 103 | | | $ | 103 | | | $ | 109 | | | $ | 107 | | VIP Emerging Markets Portfolio | | $ | 186 | | | $ | 166 | | | $ | 167 | | | $ | 176 | | | $ | 173 | | VIP Extended Market Index Portfolio | | $ | 21 | | | $ | 19 | | | $ | 19 | | | $ | 20 | | | $ | 20 | | VIP Index 500 Portfolio | | $ | 3,526 | | | $ | 3,165 | | | $ | 3,177 | | | $ | 3,351 | | | $ | 3,285 | | VIP International Capital Appreciation Portfolio | | $ | 140 | | | $ | 126 | | | $ | 126 | | | $ | 133 | | | $ | 131 | | VIP International Index Portfolio | | $ | 35 | | | $ | 32 | | | $ | 32 | | | $ | 33 | | | $ | 33 | | VIP Total Market Index Portfolio | | $ | 52 | | | $ | 47 | | | $ | 47 | | | $ | 49 | | | $ | 48 | | VARIABLE INSURANCE PRODUCTS FUND III | | | | | | | | | | | | | | | | | | | | | VIP Balanced Portfolio | | $ | 1,886 | | | $ | 1,693 | | | $ | 1,700 | | | $ | 1,792 | | | $ | 1,757 | | VIP Dynamic Capital Appreciation Portfolio | | $ | 68 | | | $ | 61 | | | $ | 61 | | | $ | 64 | | | $ | 63 | | VIP Growth & Income Portfolio | | $ | 613 | | | $ | 550 | | | $ | 553 | | | $ | 582 | | | $ | 571 | | VIP Growth Opportunities Portfolio | | $ | 541 | | | $ | 486 | | | $ | 487 | | | $ | 514 | | | $ | 504 | | VIP Mid Cap Portfolio2 | | $ | 3,151 | | | $ | 2,832 | | | $ | 2,846 | | | $ | 2,996 | | | $ | 2,937 | | VIP Value Strategies Portfolio | | $ | 169 | | | $ | 152 | | | $ | 152 | | | $ | 160 | | | $ | 157 | | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | | | | | | | | | | | | | | | | | VIP Communication Services Portfolio | | $ | 28 | | | $ | 25 | | | $ | 25 | | | $ | 26 | | | $ | 26 | | VIP Consumer Discretionary Portfolio | | $ | 88 | | | $ | 79 | | | $ | 79 | | | $ | 83 | | | $ | 82 | | VIP Consumer Staples Portfolio | | $ | 94 | | | $ | 84 | | | $ | 85 | | | $ | 89 | | | $ | 87 | | VIP Energy Portfolio | | $ | 94 | | | $ | 84 | | | $ | 85 | | | $ | 89 | | | $ | 87 | | VIP Financial Services Portfolio | | $ | 70 | | | $ | 63 | | | $ | 63 | | | $ | 66 | | | $ | 65 | | VIP Health Care Portfolio | | $ | 360 | | | $ | 324 | | | $ | 326 | | | $ | 343 | | | $ | 336 | | VIP Industrials Portfolio | | $ | 76 | | | $ | 68 | | | $ | 69 | | | $ | 72 | | | $ | 71 | | VIP Materials Portfolio | | $ | 22 | | | $ | 20 | | | $ | 20 | | | $ | 21 | | | $ | 20 | | VIP Real Estate Portfolio | | $ | 172 | | | $ | 155 | | | $ | 155 | | | $ | 164 | | | $ | 160 | | VIP Technology Portfolio | | $ | 317 | | | $ | 285 | | | $ | 286 | | | $ | 301 | | | $ | 295 | | VIP Utilities Portfolio | | $ | 91 | | | $ | 82 | | | $ | 82 | | | $ | 86 | | | $ | 85 | | TOTAL COMPENSATION FROM THE FUND COMPLEX3 | | $ | 534,000 | | | $ | 479,500 | | | $ | 481,500 | | | $ | 507,500 | | | $ | 497,500 | |
1 | Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $6,114; Alan J. Lacy, $6,114; Joseph Mauriello, $6,541; Cornelia M. Small, $4,076; Garnett A. Smith, $6,114; and Michael E. Wiley, $5,590. |
2 | Compensation figures include cash and may include amounts elected to be deferred. Certain individuals’ aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Donald F. Donahue, $2,540; Alan J. Lacy, $2,540; Joseph Mauriello, $2,717; Cornelia M. Small, $1,692; Garnett A. Smith, $2,540; and Michael E. Wiley, $2,321. |
3 | Reflects compensation received for the calendar year ended December 31, 2019 for 302 funds of 30 trusts (including Fidelity Central Investment Portfolios LLC). Compensation figures include cash and may include amounts elected to be deferred. Certain individuals elected voluntarily to defer a portion of their compensation as follows: Donald F. Donahue, $262,489; Alan J. Lacy, $262,489; Joseph Mauriello, $280,802; Cornelia M. Small, $175,000; Garnett A. Smith, $262,489; and Michael E. Wiley, $240,000. |
H-2
APPENDIX I The policies to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trusteeconverted under Proposal 2 are as follows: Dennis J. Dirks, $4,225; Albert R. Gamper, Jr., $4,121; George H. Heilmeier, $4,121; James H. Keyes, $4,121; Marie L. Knowles, $4,519; Ned C. Lautenbach, $5,447; Cornelia M. Small, $4,121;William S. Stavropoulos, $4,294; and Kenneth L. Wolfe, $4,121. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $994.provided below. C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $2,230; Albert R. Gamper, Jr., $2,181; George H. Heilmeier, $2,181; James H. Keyes, $2,181; Marie L. Knowles, $2,392; Ned C. Lautenbach, $2,885; Cornelia M. Small, $2,181;William S. Stavropoulos, $2,263; and Kenneth L. Wolfe, $2,181. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $531.
| | | Fund | | Investment Policy | VIP Balanced Portfolio | | VIP Balanced Portfolio seeks income and capital growth consistent with reasonable risk. | | | VIP Contrafund Portfolio | | VIP Contrafund Portfolio seeks long-term capital appreciation. | | | VIP Disciplined Small Cap Portfolio | | VIP Disciplined Small Cap Portfolio seeks capital appreciation. | | | VIP Dynamic Capital Appreciation Portfolio | | VIP Dynamic Capital Appreciation Portfolio seeks capital appreciation. | | | VIP Emerging Markets Portfolio | | VIP Emerging Markets Portfolio seeks capital appreciation. | | | VIP Equity-Income Portfolio | | VIP Equity-Income Portfolio seeks reasonable income by investing primarily in income-producing equity securities. In choosing these securities, the fund will also consider the potential for capital appreciation. The fund’s goal is to achieve a yield which exceeds the composite yield on the securities comprising the S&P 500 Index. | | | VIP Floating Rate High Income Portfolio | | VIP Floating Rate High Income Portfolio seeks a high level of current income. | | | VIP Growth & Income Portfolio | | VIP Growth & Income Portfolio seeks high total return through a combination of current income and capital appreciation. | | | VIP Growth Opportunities Portfolio | | VIP Growth Opportunities Portfolio seeks to provide capital growth. | | | VIP Growth Portfolio | | VIP Growth Portfolio seeks to achieve capital appreciation. | | | VIP High Income Portfolio | | VIP High Income Portfolio seeks a high level of current income, while also considering growth of capital. | | | VIP Index 500 Portfolio | | VIP Index 500 Portfolio seeks investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the S&P 500 Index. | | | VIP International Capital Appreciation Portfolio | | VIP International Capital Appreciation Portfolio seeks capital appreciation. | | | VIP Mid Cap Portfolio | | VIP Mid Cap Portfolio seeks long-term growth of capital. | | | VIP Overseas Portfolio | | VIP Overseas Portfolio seeks long-term growth of capital. | | | VIP Value Portfolio | | VIP Value Portfolio seeks capital appreciation. | | | VIP Value Strategies Portfolio | | VIP Value Strategies Portfolio seeks capital appreciation. |
D Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,383; Albert R. Gamper, Jr., $1,349; George H. Heilmeier, $1,349; James H. Keyes, $1,349; Marie L. Knowles, $1,479; Ned C. Lautenbach, $1,783; Cornelia M. Small, $1,349;William S. Stavropoulos, $1,406; and Kenneth L. Wolfe, $1,349. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $326.
E Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $574; Albert R. Gamper, Jr., $561; George H. Heilmeier, $561; James H. Keyes, $561; Marie L. Knowles, $615; Ned C. Lautenbach, $742; Cornelia M. Small, $561;William S. Stavropoulos, $582; and Kenneth L. Wolfe, $561. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $136.I-1
F Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $643; Albert R. Gamper, Jr., $628; George H. Heilmeier, $628; James H. Keyes, $628; Marie L. Knowles, $689; Ned C. Lautenbach, $831; Cornelia M. Small, $628;William S. Stavropoulos, $654; and Kenneth L. Wolfe, $628. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $152.
APPENDIX GJ Audit Fees.The aggregate Audit Fees billed by PwC or Deloitte Entities as applicable,in each of the last two fiscal years for professionalservices rendered to each fund are shown in the table below. Appendix A identifies the independent registered public accounting firm for each fund.
December 31, 2019 FeesA | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit- Related Fees | | | Tax Fees | | | All Other Fees | | VARIABLE INSURANCE PRODUCTS FUND | | | | | | | | | | | | | | | | | VIP Equity-Income Portfolio | | $ | 66,000 | | | $ | 5,400 | | | $ | 5,600 | | | $ | 2,300 | | VIP Floating Rate High Income Portfolio | | $ | 59,000 | | | $ | 4,800 | | | $ | 3,500 | | | $ | 2,000 | | VIP Growth Portfolio | | $ | 58,000 | | | $ | 4,700 | | | $ | 3,100 | | | $ | 2,000 | | VIP High Income Portfolio | | $ | 85,000 | | | $ | 6,800 | | | $ | 3,300 | | | $ | 2,900 | | VIP Overseas Portfolio | | $ | 62,000 | | | $ | 5,100 | | | $ | 5,500 | | | $ | 2,200 | | VIP Value Portfolio | | $ | 45,000 | | | $ | 100 | | | $ | 8,400 | | | $ | 1,100 | | VARIABLE INSURANCE PRODUCTS FUND II | | | | | | | | | | | | | | | | | VIP Contrafund Portfolio | | $ | 58,000 | | | $ | 100 | | | $ | 6,400 | | | $ | 1,200 | | VIP Disciplined Small Cap Portfolio | | $ | 42,000 | | | $ | 100 | | | $ | 6,200 | | | $ | 1,000 | | VIP Emerging Markets Portfolio | | $ | 47,000 | | | $ | 100 | | | $ | 6,400 | | | $ | 1,100 | | VIP Extended Market Index Portfolio | | $ | 54,000 | | | $ | 100 | | | $ | 6,300 | | | $ | 1,300 | | VIP Index 500 Portfolio | | $ | 48,000 | | | $ | 100 | | | $ | 6,700 | | | $ | 1,100 | | VIP International Capital Appreciation Portfolio | | $ | 55,000 | | | $ | 4,600 | | | $ | 5,300 | | | $ | 2,000 | | VIP International Index Portfolio | | $ | 53,000 | | | $ | 100 | | | $ | 6,300 | | | $ | 1,300 | | VIP Total Market Index Portfolio | | $ | 54,000 | | | $ | 100 | | | $ | 6,300 | | | $ | 1,300 | | VARIABLE INSURANCE PRODUCTS FUND III | | | | | | | | | | | | | | | | | VIP Balanced Portfolio | | $ | 56,000 | | | $ | 100 | | | $ | 6,900 | | | $ | 1,300 | | VIP Dynamic Capital Appreciation Portfolio | | $ | 37,000 | | | $ | 100 | | | $ | 6,400 | | | $ | 900 | | VIP Growth & Income Portfolio | | $ | 46,000 | | | $ | 100 | | | $ | 6,900 | | | $ | 1,100 | | VIP Growth Opportunities Portfolio | | $ | 48,000 | | | $ | 100 | | | $ | 5,200 | | | $ | 1,100 | | VIP Mid Cap Portfolio | | $ | 46,000 | | | $ | 3,800 | | | $ | 3,100 | | | $ | 1,600 | | VIP Value Strategies Portfolio | | $ | 44,000 | | | $ | 100 | | | $ | 7,800 | | | $ | 1,100 | | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | | | | | | | | | | | | | VIP Communication Services Portfolio | | $ | 37,000 | | | $ | 3,000 | | | $ | 2,400 | | | $ | 1,300 | | VIP Consumer Discretionary Portfolio | | $ | 37,000 | | | $ | 3,000 | | | $ | 2,400 | | | $ | 1,300 | | VIP Consumer Staples Portfolio | | $ | 37,000 | | | $ | 3,000 | | | $ | 2,400 | | | $ | 1,300 | | VIP Energy Portfolio | | $ | 38,000 | | | $ | 3,000 | | | $ | 2,400 | | | $ | 1,300 | | VIP Financial Services Portfolio | | $ | 38,000 | | | $ | 3,100 | | | $ | 2,400 | | | $ | 1,300 | | VIP Health Care Portfolio | | $ | 40,000 | | | $ | 3,200 | | | $ | 2,400 | | | $ | 1,400 | | VIP Industrials Portfolio | | $ | 37,000 | | | $ | 3,000 | | | $ | 2,400 | | | $ | 1,300 | | VIP Materials Portfolio | | $ | 37,000 | | | $ | 3,000 | | | $ | 2,400 | | | $ | 1,300 | | VIP Real Estate Portfolio | | $ | 45,000 | | | $ | 3,700 | | | $ | 3,500 | | | $ | 1,600 | | VIP Technology Portfolio | | $ | 42,000 | | | $ | 3,400 | | | $ | 2,400 | | | $ | 1,400 | | VIP Utilities Portfolio | | $ | 37,000 | | | $ | 3,000 | | | $ | 2,400 | | | $ | 1,300 | |
December 31, 2018 FeesA | | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit- Related Fees | | | Tax Fees | | | All Other Fees | | VARIABLE INSURANCE PRODUCTS FUND | | | | | | | | | | | | | | | | | VIP Equity-Income Portfolio | | $ | 68,000 | | | $ | 5,800 | | | $ | 7,400 | | | $ | 2,900 | | VIP Floating Rate High Income Portfolio | | $ | 61,000 | | | $ | 5,200 | | | $ | 3,500 | | | $ | 2,600 | | VIP Growth Portfolio | | $ | 61,000 | | | $ | 5,100 | | | $ | 3,700 | | | $ | 2,600 | | VIP High Income Portfolio | | $ | 90,000 | | | $ | 7,500 | | | $ | 3,300 | | | $ | 3,700 | | VIP Overseas Portfolio | | $ | 64,000 | | | $ | 5,600 | | | $ | 5,400 | | | $ | 2,800 | | VIP Value Portfolio | | $ | 45,000 | | | $ | 100 | | | $ | 8,000 | | | $ | 1,400 | | VARIABLE INSURANCE PRODUCTS FUND II | | | | | | | | | | | | | | | | | VIP Contrafund Portfolio | | $ | 53,000 | | | $ | 100 | | | $ | 6,100 | | | $ | 1,500 | |
J-1
| | | | | | | | | | | | | | | | | | | Audit Fees | | | Audit- Related Fees | | | Tax Fees | | | All Other Fees | | VIP Disciplined Small Cap Portfolio | | $ | 43,000 | | | $ | 100 | | | $ | 6,400 | | | $ | 1,300 | | VIP Emerging Markets Portfolio | | $ | 48,000 | | | $ | 100 | | | $ | 6,200 | | | $ | 1,400 | | VIP Extended Market Index Portfolio | | $ | 47,000 | | | $ | 100 | | | $ | 6,100 | | | $ | 900 | | VIP Index 500 Portfolio | | $ | 49,000 | | | $ | 100 | | | $ | 6,500 | | | $ | 1,400 | | VIP International Capital Appreciation Portfolio | | $ | 57,000 | | | $ | 5,000 | | | $ | 5,200 | | | $ | 2,500 | | VIP International Index Portfolio | | $ | 47,000 | | | $ | 100 | | | $ | 6,100 | | | $ | 900 | | VIP Total Market Index Portfolio | | $ | 47,000 | | | $ | 100 | | | $ | 6,100 | | | $ | 900 | | VARIABLE INSURANCE PRODUCTS FUND III | | | | | | | | | | | | | | | | | VIP Balanced Portfolio | | $ | 57,000 | | | $ | 100 | | | $ | 6,500 | | | $ | 1,600 | | VIP Dynamic Capital Appreciation Portfolio | | $ | 38,000 | | | $ | 100 | | | $ | 6,200 | | | $ | 1,100 | | VIP Growth & Income Portfolio | | $ | 47,000 | | | $ | 100 | | | $ | 6,900 | | | $ | 1,400 | | VIP Growth Opportunities Portfolio | | $ | 50,000 | | | $ | 100 | | | $ | 5,200 | | | $ | 1,400 | | VIP Mid Cap Portfolio | | $ | 48,000 | | | $ | 4,100 | | | $ | 3,100 | | | $ | 2,000 | | VIP Value Strategies Portfolio | | $ | 45,000 | | | $ | 100 | | | $ | 7,600 | | | $ | 1,300 | | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | | | | | | | | | | | | | VIP Communication Services Portfolio | | $ | 36,000 | | | $ | 3,100 | | | $ | 2,400 | | | $ | 1,500 | | VIP Consumer Discretionary Portfolio | | $ | 36,000 | | | $ | 3,100 | | | $ | 2,400 | | | $ | 1,500 | | VIP Consumer Staples Portfolio | | $ | 36,000 | | | $ | 3,100 | | | $ | 2,400 | | | $ | 1,500 | | VIP Energy Portfolio | | $ | 36,000 | | | $ | 3,100 | | | $ | 2,600 | | | $ | 1,500 | | VIP Financial Services Portfolio | | $ | 37,000 | | | $ | 3,100 | | | $ | 2,400 | | | $ | 1,500 | | VIP Health Care Portfolio | | $ | 39,000 | | | $ | 3,300 | | | $ | 2,400 | | | $ | 1,600 | | VIP Industrials Portfolio | | $ | 36,000 | | | $ | 3,100 | | | $ | 2,400 | | | $ | 1,500 | | VIP Materials Portfolio | | $ | 36,000 | | | $ | 3,100 | | | $ | 2,400 | | | $ | 1,500 | | VIP Real Estate Portfolio | | $ | 44,000 | | | $ | 3,800 | | | $ | 3,500 | | | $ | 1,800 | | VIP Technology Portfolio | | $ | 41,000 | | | $ | 3,400 | | | $ | 2,400 | | | $ | 1,700 | | VIP Utilities Portfolio | | $ | 35,000 | | | $ | 3,000 | | | $ | 2,400 | | | $ | 1,500 | |
A | Amounts may reflect rounding. |
“Audit Fees” represent fees billed for services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagementsengagements. “Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the fundsperformance of a fund audit or the review of a fund’s financial statements and that are not reported under Audit Fees. “Tax Fees” represent fees billed for all funds intax compliance, tax advice or tax planning that relate directly to the Fidelity Groupoperations and financial reporting of Funds: Funds
| 2007
Fiscal YearA
| 2006
Fiscal YearA
| VIP Aggressive Growth
| $
| $
| VIP Balanced
| $
| $
| VIP Consumer Discretionary
| $
| $
| VIP Consumer Staples
| $
| $
| VIP Contrafund
| $
| $
| VIP Disciplined Small Cap
| $
| $
| VIP Dynamic Capital Appreciation
| $
| $
| VIP Emerging MarketsB
| --
| --
| VIP Energy
| $
| $
| VIP Equity-Income
| $
| $
| VIP Financial Services
| $
| $
| VIP Growth
| $
| $
| VIP Growth & Income
| $
| $
| VIP Growth Opportunities
| $
| $
| VIP Growth Stock
| $
| $
| VIP Health Care
| $
| $
| VIP High Income
| $
| $
| VIP Index 500
| $
| $
| VIP Industrials
| $
| $
| VIP International Capital Appreciation
| $
| $
| VIP Materials
| $
| $
| VIP Mid Cap
| $
| $
| VIP Overseas
| $
| $
| VIP Real Estate
| $
| $
| VIP Technology
| $
| $
| VIP Telecommunications
| $
| $
| VIP Utilities
| $
| $
| VIP Value
| $
| $
| VIP Value Leaders
| $
| $
| VIP Value Strategies
| $
| $
| All funds in the Fidelity Group of Funds audited by PwC
| $
| $
|
A Aggregate amounts may reflect rounding.a fund.
B Variable Insurance Products“All Other Fees” represent fees billed for services provided to a fund or Fund IV: Emerging Markets Portfolio commencedService Provider, a significant portion of which are assurance related, that relate directly to the operations on January 23, 2008.and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees.
Assurance services must be performed by an independent public accountant. J-2
APPENDIX HK Tax Fees
The aggregate Tax Fees billed by PwC or Deloitte Entities as applicable, for professional services rendered for tax compliance, tax advice, and tax planning for each fund:
Funds
| 2007 Fiscal YearA
| 2006 Fiscal YearA
| VIP Aggressive Growth
| $
| $
| VIP Balanced
| $
| $
| VIP Consumer Discretionary
| $
| $
| VIP Consumer Staples
| $
| $
| VIP Contrafund
| $
| $
| VIP Disciplined Small Cap
| $
| $
| VIP Dynamic Capital Appreciation
| $
| $
| VIP Emerging MarketsB
| --
| --
| VIP Energy
| $
| $
| VIP Equity-Income
| $
| $
| VIP Financial Services
| $
| $
| VIP Growth
| $
| $
| VIP Growth & Income
| $
| $
| VIP Growth Opportunities
| $
| $
| VIP Growth Stock
| $
| $
| VIP Health Care
| $
| $
| VIP High Income
| $
| $
| VIP Index 500
| $
| $
| VIP Industrials
| $
| $
| VIP International Capital Appreciation
| $
| $
| VIP Materials
| $
| $
| VIP Mid Cap
| $
| $
| VIP Overseas
| $
| $
| VIP Real Estate
| $
| $
| VIP Technology
| $
| $
| VIP Telecommunications
| $
| $
| VIP Utilities
| $
| $
| VIP Value
| $
| $
| VIP Value Leaders
| $
| $
| VIP Value Strategies
| $
| $
|
A Aggregate amounts may reflect rounding.
BVariable Insurance Products Fund IV: Emerging Markets Portfolio commenced operations on January 23, 2008.
APPENDIX I
All Other Fees.
The aggregate Other Fees billed by PwC or Deloitte Entities, as applicable, for all other non-audit services rendered to the funds:
Funds
| 2007 Fiscal YearA
| 2006 Fiscal YearA
| VIP Aggressive Growth
| $
| $
| VIP Balanced
| $
| $
| VIP Consumer Discretionary
| $
| $
| VIP Consumer Staples
| $
| $
| VIP Contrafund
| $
| $
| VIP Disciplined Small Cap
| $
| $
| VIP Dynamic Capital Appreciation
| $
| $
| VIP Emerging MarketsB
| --
| --
| VIP Energy
| $
| $
| VIP Equity-Income
| $
| $
| VIP Financial Services
| $
| $
| VIP Growth
| $
| $
| VIP Growth & Income
| $
| $
| VIP Growth Opportunities
| $
| $
| VIP Growth Stock
| $
| $
| VIP Health Care
| $
| $
| VIP High Income
| $
| $
| VIP Index 500
| $
| $
| VIP Industrials
| $
| $
| VIP International Capital Appreciation
| $
| $
| VIP Materials
| $
| $
| VIP Mid Cap
| $
| $
| VIP Overseas
| $
| $
| VIP Real Estate
| $
| $
| VIP Technology
| $
| $
| VIP Telecommunications
| $
| $
| VIP Utilities
| $
| $
| VIP Value
| $
| $
| VIP Value Leaders
| $
| $
| VIP Value Strategies
| $
| $
|
A Aggregate amounts may reflect rounding.
BVariable Insurance Products Fund IV: Emerging Markets Portfolio commenced operations on January 23, 2008.
APPENDIX J
All Other Fees.
The aggregate Other Fees billed by PwC or Deloitte Entities, as applicable, that were required to be approved by the 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:fund are shown in the table below.
PWC | | | | | | | | | | | December 31, 2019A | | | December 31, 2018A | | Audit-Related Fees | | $ | 7,705,000 | | | $ | 7,930,000 | | Tax Fees | | $ | 10,000 | | | $ | 20,000 | | All Other Fees | | $ | — | | | $ | — | |
Deloitte Entities | | | | | | | | | | | | December 31, 2019A | | | | December 31, 2018A | | | | | | | | | | | Audit-Related Fees | | $ | 290,000 | | | $ | 5,000 | | Tax Fees | | $ | 5,000 | | | $ | 5,000 | | All Other Fees | | $ | — | | | $ | — | |
Billed By A | 12/31/07A
| 12/30/06A
| PwC
| $
| $
| Deloitte Entities
| $
| $Amounts may reflect rounding.
|
A Aggregate amounts may reflect rounding.“Audit Fees” represent fees billed for services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements.
APPENDIX K“Audit-Related Fees” represent fees billed for assurance and related services that are reasonably related to the performance of a fund audit or the review of a fund’s financial statements and that are not reported under Audit Fees.
“Tax Fees” represent fees billed for tax compliance, tax advice or tax planning that relate directly to the operations and financial reporting of a fund. “All Other Fees” represent fees billed for services provided to a fund or Fund Service Provider, a significant portion of which are assurance related, that relate directly to the operations and financial reporting of the fund, excluding those services that are reported under Audit Fees, Audit-Related Fees or Tax Fees. The aggregateAssurance services must be performed by an independent public accountant.
K-1
APPENDIX L Aggregatenon-audit fees billed by PwC or Deloitte Entities as applicable, for non-audit services rendered on behalfto the funds and any Fund Service Provider for each of the last two fiscal years 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 below. | | | | | | | | | Trust/Firm | | Fiscal Year End | | | Aggregate Non-Audit FeesA | | VARIABLE INSURANCE PRODUCTS FUND | | | | | | | | | Deloitte Entities | | | December 31, 2019 | | | $ | 585,000 | | PwC | | | December 31, 2019 | | | $ | 12,405,000 | | Deloitte Entities | | | December 31, 2018 | | | $ | 490,000 | | PwC | | | December 31, 2018 | | | $ | 11,180,000 | | VARIABLE INSURANCE PRODUCTS FUND II | | | | | | | | | Deloitte Entities | | | December 31, 2019 | | | $ | 630,000 | | PwC | | | December 31, 2019 | | | $ | 12,365,000 | | Deloitte Entities | | | December 31, 2018 | | | $ | 535,000 | | PwC | | | December 31, 2018 | | | $ | 11,140,000 | | VARIABLE INSURANCE PRODUCTS FUND III | | | | | | | | | Deloitte Entities | | | December 31, 2019 | | | $ | 615,00 | | PwC | | | December 31, 2019 | | | $ | 12,365,000 | | Deloitte Entities | | | December 31, 2018 | | | $ | 520,000 | | PwC | | | December 31, 2018 | | | $ | 11,135,000 | | VARIABLE INSURANCE PRODUCTS FUND IV | | | | | | | | | PwC | | | December 31, 2019 | | | $ | 12,430,000 | | PwC | | | December 31, 2018 | | | $ | 11,205,000 | |
A | Amounts may reflect rounding. |
L-1
Fidelity, Fidelity Investments & Pyramid Design, VIP Contrafund, and VIP Equity-Income Portfolio are registered service marks of FMR LLC. ©2020 FMR LLC. All rights reserved. Any third-party marks that may appear above are the marks of their respective owners. The term “VIP” as used in this document refers to Fidelity® Variable Insurance Products. | | | 1.9898172.100 | | 12/31/07AVIPEQ-PXS-0320
|
| | | | | P.O. BOX 673023 DALLAS, TX 75267-3023 | | 12/31/06Consolidated SmartCardA™
| VARIABLE INSURANCE PRODUCTS FUND
| This card represents all of your Fidelity accounts registered to the same Social Security or Tax ID number at the address listed on this card. By voting this card, via mail or internet, you are voting all of your accounts across multiple registrations in the same manner. If you choose to vote the Consolidated card, you do not need to return the individual SmartCard™ ballots enclosed which represent each unique registration. | | PwC Covered Services
| $
| $
| PwC Non-Covered Services
| $
| $
| PwC Total
| $
| $
| Deloitte Entities Covered Services
| $
| $
| Deloitte Entities Non-Covered Services
| $
| $
| Deloitte Entities Total
| $
| $
| VARIABLE INSURANCE PRODUCTS FUND II
| | | Deloitte Entities Covered Services
| $
| $
| Deloitte Entities Non-Covered Services
| $
| $
| Deloitte Entities Total
| $
| $
| VARIABLE INSURANCE PRODUCTS FUND III
| | | PwC Covered Services
| $
| $
| PwC Non-Covered Services
| $
| $
| PwC Total
| $
| $
| Deloitte Entities Covered Services
| $
| $
| Deloitte Entities Non-Covered Services
| $
| $
| Deloitte Entities Total
| $
| $
| VARIABLE INSURANCE PRODUCTS FUND IV
| | | PwC Covered Services
| $
| $
| PwC Non-Covered Services
| $
| $
| PwC Total
| $
| $
|
A Aggregate amounts may reflect rounding.
Fidelity is a registered trademark of FMR LLC.
1.862032.100
| \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\
| MEGA5-pxs-0308
|
Form of Proxy Card: Funds of Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance Products Fund IV
Fidelity Investments®(logo)
| Vote this proxy card TODAY!
| | Your prompt response will save the expense
| PO Box 145421
Cincinnati, Ohio 45250-5421
| of additional mailings.
| | Vote by Mail!
| [Control # Prints Here]
| | Return the signed proxy card in the enclosed envelope.
|
[TRUST NAME: FUND NAME Prints Here]
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) EdwardJames C. Johnson 3d, Margaret A. Carey,Curvey, William C. Coffey, and Dennis J. Dirks, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated aboveon this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office245 Summer Street, Boston, MA 02210 as proxies to represent the undersigned at the Special Meeting of Shareholders of the trustFund to be held at 245 Summer Street, Boston, MA 02210, on May 14, 2008June 9, 2020 at 9:308:00 a.m., Eastern Time, and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposalsproposal(s) described in the Proxy Statement as specified on the reverse side.this proxy card. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged. | | | | | | | | | ...........................................................................VOTE BYMAIL | | | | | Vote, Sign and Mail in the enclosed Business Reply Envelope. | | | | | No postage necessary. VOTE ON THE INTERNET Log on to: ...........................................................................www.proxy-direct.com/fidelity
| (down arrow)or
Scan the QR code to your left Follow the on-screen instructions Available 24 hours | ...........................................................................
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| PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.
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| ...........................................................................
| Date _____________________
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| | | | ...........................................................................
| | | | | | VOTE BY PHONE | | | | | 1-800-337-3503 | | | | | Follow the recorded instructions | | | | | Available 24 hours | | | | | | | | | | | | | FID_xxxxx_011620 |
| | | | | | | | | | | | | | | | | | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Proposals THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH PROPOSAL: | | | | | | | | | | | | | 1. | | To elect a Board of Trustees. | | | | | | | | FOR ALL | | WITHHOLD ALL | | FOR ALL EXCEPT | | | | | | | | | | | | | | | 01. | | Dennis J. Dirks | | 02. | | Donald F. Donahue | | 03. | | Bettina Doulton | | 04. | | Vicki L. Fuller | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | 05. | | Patricia L. Kampling | | 06. | | Alan J. Lacy | | 07. | | Ned C. Lautenbach | | 08. | | Robert A. Lawrence | | | | | | | | | | | | | | | | | | | | | 09. | | Joseph Mauriello | | 10. | | Cornelia M. Small | | 11. | | Garnett A. Smith | | 12. | | David M. Thomas | | | | | | | | | | | | | | | | | | | | | 13. | | Susan Tomasky | | 14. | | Michael E. Wiley | | | | | | | | | | | | | | | | | | | | | | INSTRUCTIONS: To withhold authority to vote for any individual Trustee nominee(s), mark the “FOR ALL EXCEPT” box and write the name of the nominee(s) for which you would like to withhold authority on the line provided bellow: | | | | | | | | | | | | | | | | | | | | | | | | | | 2. | | To convert a fundamental investment policy to anon-fundamental investment policy. | | | | | | | | | | | | | | To Vote All For ☐ To Vote All Against ☐ To Vote all Abstain ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Please refer to the Proxy Statement discussion of each of these matters. IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR EACH PROPOSAL. As to any other matter, said attorneys shall vote in accordance with their best judgment. IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD Signature(s) (Title(s), if applicable)( | | | | | | | | | Authorized Signatures — This section must be completed for your vote to be counted.— Sign in the Box)and Date Below | | | Note NOTE:: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person'sperson’s title.
|
| | | | | | | | | | Date (mm/dd/yyyy) — Please print date below | | Signature 1 — Please keep signature within the box | | Signature 2 — Please keep signature within the box | | | | | | | | | | | | | Scanner bar code |
| | | | | | | | | XXXXXXXXXXXXXX | | | | |
| | | | | P.O. BOX 673023 DALLAS, TX 75267-3023 | | Individual SmartCard™ | (down arrow)
| This card represents all of your Fidelity accounts with the same Social Security or Tax ID number and an exact match of registration. By voting this card you are voting all of your accounts under this registration in the same manner. If you choose to vote each...........................................................................Individual SmartCard™you do not need to return the Consolidated SmartCard™ |
The undersigned, revoking previous proxies, hereby appoint(s) James C. Curvey, William C. Coffey, and Dennis J. Dirks, or any one or more of them, attorneys, with full power of substitution, to vote all shares of the fund as indicated on this proxy card which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at 245 Summer Street, Boston, MA 02210 as proxies to represent the undersigned at the Special Meeting of Shareholders of the Fund to be held at 245 Summer Street, Boston, MA 02210, on June 9, 2020 at 8:00 a.m., Eastern Time, and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on this proxy card. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged. | | | | | | | | | VOTE BYMAIL | | | | | Vote, Sign and Mail in the enclosed Business Reply Envelope. | | | | | No postage necessary. | | | | | | | | VOTE ON THE INTERNET | | | | | Log on to: (down arrow)www.proxy-direct.com/fidelity
| ...........................................................................
| | or | | | Scan the QR code to your left | | | Follow the on-screen instructions | | | Available 24 hours | | | ...........................................................................
VOTE BY PHONE | MEGA5-5/08-LP
| | | | 1-800-337-3503 | | | | | Follow the recorded instructions | | | | | Available 24 hours | | | | | | | | | | | | �� | FID_xxxxx_011620 |
| | | | | | | FUNDS | | FUNDS | | FUNDS | | | Fund Name | | Fund Name | | Fund Name | | | Fund Name | | Fund Name | | Fund Name | | | Fund Name | | Fund Name | | Fund Name | | | Fund Name | | Fund Name | | Fund Name | | | Fund Name | | Fund Name | | Fund Name | | | Fund Name | | Fund Name | | Fund Name | | | Fund Name | | Fund Name | | Fund Name | | | Fund Name | | Fund Name | | Fund Name | | |
Please refer to the Proxy Statement discussion of each[each of these matters.these/this] matter[s]. IF THE PROXY IS SIGNED, SUBMITTED, AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSALS.EACH PROPOSAL. As to any other matter, said attorneys shall vote in accordance with their best judgment. | | | | | | | | | | | | | | | | | | | | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Proposals THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH PROPOSAL: | | | | | 1. | | To elect a Board of Trustees. | | | | | | | | FOR ALL | | WITHHOLD ALL | | FOR ALL EXCEPT | | | | | | | | | | | | | | | 01. | | Dennis J. Dirks | | 02. | | Donald F. Donahue | | 03. | | Bettina Doulton | | 04. | | Vicki L. Fuller | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | 05. | | Patricia L. Kampling | | 06. | | Alan J. Lacy | | 07. | | Ned C. Lautenbach | | 08. | | Robert A. Lawrence | | | | | | | | | | | | | | | | | | | | | 09. | | Joseph Mauriello | | 10. | | Cornelia M. Small | | 11. | | Garnett A. Smith | | 12. | | David M. Thomas | | | | | | | | | | | | | | | | | | | | | 13. | | Susan Tomasky | | 14. | | Michael E. Wiley | | | | | | | | | | | | | | | | | | | | | | INSTRUCTIONS: To withhold authority to vote for any individual Trustee nominee(s), mark the “FOR ALL EXCEPT” box and write the name of the nominee(s) for which you would like to withhold authority on the line provided bellow: | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | 2. | | To convert a fundamental investment policy to anon-fundamental investment policy. | | | To Vote All Funds For ☐ To Vote All Funds Against ☐ To Abstain Votes For All Funds☐, or vote separately by Funds below | | |
| | | | | | | | | | | | | | | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | | | FOR | | AGAINST | | ABSTAIN | | | 01 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | 02 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | | 03 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | 04 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | | 05 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | 06 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | | 07 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | 08 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | | 09 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | 10 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | | 11 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | 12 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | | 13 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | 14 | | Name of Applicable Fund | | ☐ | | ☐ | | ☐ | | |
IF YOU VOTE ON THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD (down arrow)
| ...........................................................................
| | | | | | | | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | | | (down arrow)Note: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title. |
| | | | | | | | | | Date (mm/dd/yyyy) — Please fill in box(es) as shown using black or blue ink or numberprint date below | | Signature 1 — Please keep signature within the box | | Signature 2 pencil. [X]PLEASE DO NOT USE FINE POINT PENS. — Please keep signature within the box | 1.
| To elect the nominees specified below as Trustees:
| | | | | (01) James C. Curvey
(02) Dennis J. Dirks
(03) Edward C. Johnson 3d
(04) Alan J. Lacy
(05) Ned C. Lautenbach
| (06) Joseph Mauriello
(07) Cornelia M. Small
(08) William S. Stavropoulos
(09) David M. Thomas
(10) Michael E. Wiley
| | FOR all nominees
listed (except as
noted on the line at left)
(_)
| WITHHOLD
authority to
vote for all
nominees
(_)
| | |
(Instruction: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) on the line above.)
| | | Scanner bar code | | | FOR
| AGAINST
| ABSTAIN
| 2.
| To Amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.
| (_) xxxxxxxxxxxxxx | (_)
| (_)
|
FID1 xxxxx | PLEASE SIGN ON THE REVERSE SIDE.
| | M xxxxxxxx | (down arrow)
| MEGA5-PXC-0308-LP
| | (down arrow)
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