<R>The following table shows the dollar amount of brokerage commissions paid to firms that may have provided research or brokerage
services and the approximate dollar amount of the transactions involved for the fiscal year ended 2013.</R>
<R>The following table shows the brokerage commissions that were allocated for research or brokerage services for the twelve-month
period ended June 30, 2013.</R>
<R> NAV is the value of a single share. NAV is computed by adding a class's pro rata share of the value of a fund's investments, cash, and
other assets, subtracting the class's pro rata share of the fund's liabilities, subtracting the liabilities allocated to the class, and dividing the result
by the number of shares of that class that are outstanding.</R>
The Board of Trustees has ultimate responsibility for pricing, but has delegated day-to-day valuation oversight responsibilities to FMR.
FMR has established the FMR Fair Value Committee (FMR Committee) to fulfill these oversight responsibilities.
<R>Shares of open-end investment companies (including any underlying central funds) held by a fund are valued at their respective
NAVs.</R>
<R>Portfolio securities and assets held by an underlying money market central fund are valued on the basis of amortized cost. Generally,
other portfolio securities and assets held by a fund, as well as portfolio securities and assets held by an underlying non-money market central
fund, are valued as follows:</R>
Most equity securities are valued at the official closing price or the last reported sale price or, if no sale has occurred, at the last quoted bid
price on the primary market or exchange on which they are traded.
<R>Debt securities and other assets for which market quotations are readily available may be valued at market values in the principal market
in which they normally are traded, as furnished by recognized dealers in such securities or assets. Or, debt securities and convertible securities may
be valued on the basis of information furnished by a pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques.</R>
Short-term securities with remaining maturities of sixty days or less for which market quotations and information furnished by a pricing
service are not readily available are valued at amortized cost, which approximates current value.
Futures contracts are valued at the settlement or closing price. Options are valued at their market quotations, if available. Swaps are valued
daily using quotations received from independent pricing services or recognized dealers.
<R>Prices described above are obtained from pricing services that have been approved by the Board of Trustees. A number of pricing
services are available and the funds may use more than one of these services. The funds may also discontinue the use of any pricing service at
any time. FMR engages in oversight activities with respect to the fund's pricing services, which includes, among other things, testing the prices
provided by pricing services prior to calculation of a fund's NAV, conducting periodic due diligence meetings, and periodically reviewing the
methodologies and inputs used by these services.</R>
<R>Foreign securities and instruments are valued in their local currency following the methodologies described above. Foreign securities,
instruments and currencies are translated to U.S. dollars, based on foreign currency exchange rate quotations supplied by a pricing service as of
the close of the New York Stock Exchange (NYSE), which uses a proprietary model to determine the exchange rate. Forward foreign currency
exchange contracts are valued at an interpolated rate based on days to maturity between the closest preceding and subsequent settlement period
reported by the third party pricing service.</R>
Other portfolio securities and assets for which market quotations, official closing prices, or information furnished by a pricing service are
not readily available or, in the opinion of the FMR Committee, are deemed unreliable will be fair valued in good faith by the FMR Committee
in accordance with applicable fair value pricing policies. For example, if, in the opinion of the FMR Committee, a security's value has been
materially affected by events occurring before a fund's pricing time but after the close of the exchange or market on which the security is
principally traded, that security will be fair valued in good faith by the FMR Committee in accordance with applicable fair value pricing policies. In fair valuing a security, the FMR Committee may consider factors including price movements in futures contracts and ADRs, market
and trading trends, the bid/ask quotes of brokers, and off-exchange institutional trading.
A fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this purpose
as they are valued in computing the class's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain or loss
for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon the sale of such securities or other property.
Each fund, in its discretion, may determine to issue its shares in kind in exchange for securities held by the purchaser having a value, determined in accordance with the fund's policies for valuation of portfolio securities, equal to the purchase price of the fund shares issued. A fund
will accept for in-kind purchases only securities or other instruments that are appropriate under its investment objective and policies. In addition, a fund generally will not accept securities of any issuer unless they are liquid, have a readily ascertainable market value, and are not subject
to restrictions on resale. All dividends, distributions, and subscription or other rights associated with the securities become the property of the
fund, along with the securities. Shares purchased in exchange for securities in kind generally cannot be redeemed for fifteen days following the
exchange to allow time for the transfer to settle.
TRUSTEES
AND
OFFICERS
<R>The Trustees, Member of the Advisory Board, and executive officers of the trusts and funds, as applicable, are listed below. The Board
of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet
periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to
each fund, oversee management of the risks associated with such activities and contractual arrangements, and review each fund's performance.
Except for James C. Curvey, Ned C. Lautenbach, Ronald P. O'Hanley, and William S. Stavropoulos, each of the Trustees oversees 166 funds.
Mr. Curvey oversees 387 funds. Mr. Lautenbach, Mr. O'Hanley, and Mr. Stavropoulos each oversees 230 funds. </R>
<R>The Trustees 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 least two-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) any Trustee
may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Trustee who
is not an interested person of the trust and the funds (as defined in the 1940 Act) (Independent Trustee), shall retire not later than the last day of
the calendar year in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with
respect to individual Trustees. The executive officers and Advisory Board Member hold office without limit in time, except that any officer and
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. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.</R>
Experience, Skills, Attributes, and Qualifications of the Funds' Trustees.
The Governance and Nominating Committee has adopted a
statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent
Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was initially elected or appointed a
Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance and Nominating Committee also
engages professional search firms to help identify potential Independent Trustee candidates who have the experience, qualifications, attributes,
and skills consistent with the Statement of Policy. From time to time, additional criteria based on the composition and skills of the current
Independent Trustees, as well as experience or skills that may be appropriate in light of future changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional search firms and the Governance and Nominating
Committee. In addition, the Board takes into account the Trustees' commitment and participation in Board and committee meetings, as well as
their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria,
none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders.
Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case led to the Board's conclusion
that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.
Board Structure and Oversight Function.
James C. Curvey is an interested person (as defined in the 1940 Act) 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. Ned
C. 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 equity and high income funds and another
Board oversees Fidelity's investment-grade bond, money market, and asset allocation 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, each fund, 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. Because the day-to-day operations and activities of the
funds are carried out by or through FMR, its affiliates and other service providers, the funds' exposure to risks is mitigated but not eliminated by
the processes overseen by the Trustees. While each of the Board's committees has responsibility for overseeing different aspects of the funds'
activities, oversight is exercised primarily through the Operations, Audit, and Compliance Committees. In addition, the Independent Trustees
have worked with FMR to enhance the Board's oversight of investment and financial risks, legal and regulatory risks, technology risks, and
operational risks, including the development of additional risk reporting to the Board. For example, a working group comprised of Independent
Trustees and FMR has worked and continues to work to review the Fidelity funds' valuation-related activities, reporting and risk management.
Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR'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 FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including
their oversight responsibilities, are described further under "Standing Committees of the Funds' Trustees."
Interested Trustees
*:
<R>Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.</R>
<R>
Name, Year of Birth; Principal Occupations and Other Relevant Experience
+</R>
|
<R>James C. Curvey (1935)</R>
|
|
Year of Election or Appointment: 2007
Mr. Curvey is Trustee and Chairman of the Board of Trustees of certain Trusts. Mr. Curvey also serves as Trustee
(2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of Fidelity Investments Money
Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co. (2009-present) and Director of FMR and
FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present) and Director of FMR LLC. In addition, Mr.
Curvey serves as an Overseer for the Boston Symphony Orchestra and a member of the Trustees of Villanova University.
Previously, Mr. Curvey was the Vice Chairman (2006-2007) and Director (2000-2007) of FMR Corp.
|
<R>Ronald P. O'Hanley (1957)</R>
|
<R>
|
Year of Election or Appointment: 2011</R>
Mr. O'Hanley serves as a Trustee and Chairman of the Board of Trustees of other Fidelity funds (2013-present), and is Director
of FMR Co., Inc. (2010-present), Director of Fidelity Investments Money Management, Inc. (2010-present), Director of
Fidelity Research & Analysis Company (2010-present), President of Fidelity Asset Management and Corporate Services and a
Member of Fidelity's Executive Committee (2010-present). Previously, Mr. O'Hanley served as President and Chief
Executive Officer of BNY Mellon Asset Management (2007-2010). Mr. O'Hanley also served as Vice Chairman of Bank New
York Mellon Corp. and a member of that firm's Executive Committee. Prior to the 2007 merger of The Bank of New York and
Mellon Financial Corporation, he was Vice Chairman of Mellon Financial Corporation and President and Chief Executive
Officer of Mellon Asset Management. He joined Mellon in February 1997. Mr. O'Hanley currently serves as Chairman of the
Boston Public Library Foundation Board of Directors and sits on the Board of Directors of Beth Israel Deaconess Medical
Center, the Board of Trustees of the Marine Biological Laboratory and the Advisory Board of the Maxwell School of
Citizenship and Public Administration at Syracuse University. Mr. O'Hanley also chairs the Council on Asset Management for
the Financial Services Roundtable and is a member of the Board of Directors of Institutional Investor's U.S. Institute.
|
* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trusts or various
entities under common control with FMR.
+
The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for each fund.
Independent Trustees
:
Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
<R>
Name, Year of Birth; Principal Occupations and Other Relevant Experience
+</R>
|
<R>Dennis J. Dirks (1948)</R>
|
|
Year of Election or Appointment: 2005
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). He also served as President, Chief Operating Officer, and Board member of The Depository
Trust Company (DTC) and President and Board member of the National Securities Clearing Corporation (NSCC). In addition,
Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation, Chief
Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation, as a Trustee and a member of
the Finance Committee of Manhattan College (2005-2008), and as a Trustee and a member of the Finance Committee of
AHRC of Nassau County (2006-2008). Mr. Dirks is a member of the Independent Directors Council (IDC) Governing Council
(2010-present) and Board of Directors for The Brookville Center for Children's Services, Inc. (2009-present).
|
<R>Alan J. Lacy (1953)</R>
|
|
Year of Election or Appointment: 2008
Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (private equity). Mr. Lacy also served as
Chief Executive Officer (2000-2005) and Vice Chairman (2005-2006) of Sears Holdings Corporation and Sears, Roebuck and
Co. (retail). In addition, Mr. Lacy serves as a member of the Board of Directors of Dave & Buster's Entertainment, Inc.
(restaurant and entertainment complexes, 2010-present), Earth Fare, Inc. (retail grocery, 2012-present), The Hillman
Companies, Inc. (hardware wholesalers, 2010-present), and Bristol-Myers Squibb Company (global pharmaceuticals,
2008-present). Mr. Lacy is a member of the Board of Trustees of The National Parks Conservation Association (2006-present).
Previously, Mr. Lacy served as Chairman of the Board of Trustees of the National Parks Conservation Association
(2008-2011) and as a member of the Board of Directors for the Western Union Company (global money transfer, 2006-2011).
|
<R>Ned C. Lautenbach (1944)</R>
|
<R>
|
Year of Election or Appointment: 2000</R>
Mr. Lautenbach is Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and serves as a
Trustee of other Fidelity funds (2013-present). Mr. Lautenbach currently serves as the Lead Director of the Eaton
Corporation Board of Directors (diversified industrial, 1997-present). Mr. Lautenbach is Chairman of the Board of
Directors of the Philharmonic Center for the Arts in Naples, Florida (2012-present) and a member of the Council on Foreign
Relations (1994-present). Previously, Mr. Lautenbach was a Partner/Advisory Partner at Clayton, Dubilier & Rice, LLC
(private equity investment, 1998-2010), as well as a Director of Sony Corporation (2006-2007).
|
<R>Joseph Mauriello (1944)</R>
|
|
Year of Election or Appointment: 2008
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 Board of Directors of XL Group plc.
(global insurance and re-insurance, 2006-present). Previously, Mr. Mauriello served as a Director of the Hamilton Funds of the
Bank of New York (2006-2007) and of Arcadia Resources Inc. (health care services and products, 2007-2012).
|
<R>Robert W. Selander (1950)</R>
|
|
Year of Election or Appointment: 2011
Previously, Mr. Selander served as a Member of the Advisory Board of Fidelity's Equity and High Income Funds (2011),
Executive Vice Chairman (2010), Chief Executive Officer (2009-2010), and President and Chief Executive Officer
(1997-2009) of Mastercard, Inc.
|
<R>Cornelia M. Small (1944)</R>
|
|
Year of Election or Appointment: 2005
Ms. Small is a member of the Board of Directors (2009-present) and Chair of the Investment Committee (2010-present) of the
Teagle Foundation. Ms. Small also serves on the Investment Committee of the Berkshire Taconic Community Foundation
(2008-present). Previously, Ms. Small served as Chairperson (2002-2008) and a member of the Investment Committee and
Chairperson (2008-2012) and a member of the Board of Trustees of Smith College. In addition, Ms. Small served as Chief
Investment Officer, Director of Global Equity Investments, and a member of the Board of Directors of Scudder, Stevens &
Clark and Scudder Kemper Investments.
|
<R>William S. Stavropoulos (1939)</R>
|
<R>
|
Year of Election or Appointment: 2001</R>
Mr. Stavropoulos is Vice Chairman of the Independent Trustees of the Equity and High Income Funds (2006-present) and
serves as a Trustee of other Fidelity funds (2013-present). Mr. Stavropoulos serves as President and Founder of the Michigan
Baseball Foundation, the Great Lakes Loons (2007-present). Mr. Stavropoulos is Chairman Emeritus of the Board of Directors
of The Dow Chemical Company, where he previously served in numerous senior management positions, including President,
CEO (1995-2000; 2002-2004), Chairman of the Executive Committee (2000-2006), and as a member of the Board of
Directors (1990-2006). Currently, Mr. Stavropoulos is Chairman of the Board of Directors of Univar Inc. (global distributor of
commodity and specialty chemicals), a Director of Teradata Corporation (data warehousing and technology solutions), and
Maersk Inc. (industrial conglomerate), and a member of the Advisory Board for Metalmark Capital LLC (private equity
investment, 2005-present). Mr. Stavropoulos is an operating advisor to Clayton, Dubilier & Rice, LLC (private equity
investment). In addition, Mr. Stavropoulos is a member of the University of Notre Dame Advisory Council for the College of
Science, a Trustee of the Rollin L. Gerstacker Foundation, and a Director of the Naples Philharmonic Center for the Arts.
Previously, Mr. Stavropoulos served as a Director of Chemical Financial Corporation (bank holding company, 1993-2012) and
Tyco International, Ltd. (multinational manufacturing and services, 2007-2012).
|
<R>David M. Thomas (1949)</R>
|
|
Year of Election or Appointment: 2008
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), and a Director of Fortune Brands, Inc. (consumer
products, 2000-2011). In addition, Mr. Thomas serves as Non-Executive Chairman of the Board of Directors of Fortune
Brands Home and Security (home and security products, 2011-present), and as a member of the Board of Directors of
Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
|
<R>
|
</R>
|
<R>
|
</R>
|
+
The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each Trustee
should serve as a Trustee for each fund.
<R>
Advisory Board Member and Executive Officers
:</R>
<R>Correspondence intended for each executive officer and Peter S. Lynch may be sent to Fidelity Investments, 245 Summer Street,
Boston, Massachusetts 02210.</R>
<R>
Name, Year of Birth; Principal Occupation</R>
|
<R>Peter S. Lynch (1944)</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
|
Year of Election or Appointment: 2003
Member of the Advisory Board of Fidelity's Equity and High Income Funds. Mr. Lynch is Vice Chairman and a Director of
FMR and FMR Co., Inc. 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 on the Special Olympics International Board of Directors (1997-2006).
|
<R>Kenneth B. Robins (1969)</R>
|
<R>
|
Year of Election or Appointment: 2008</R>
President and Treasurer of Fidelity's Equity and High Income Funds. Mr. Robins also serves as President and Treasurer
(2010-present), Deputy Treasurer (2013-present), and Assistant Treasurer (2009-present) of other Fidelity funds and is an
employee of Fidelity Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments
Money Management, Inc. (FIMM) (2013-present). Previously, Mr. Robins served as President and Treasurer (2008-2013) and
Deputy Treasurer (2005-2008) of certain Fidelity funds, and Treasurer and Chief Financial Officer of The North Carolina
Capital Management Trust: Cash and Term Portfolios (2006-2008).
|
<R>Bruce T. Herring (1965)</R>
|
<R>
|
Year of Election or Appointment: 2006</R>
Vice President of certain Equity Funds. Mr. Herring also serves as Vice President of other Fidelity funds (2013-present), Chief
Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment Officer and Director of
Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of FMR, and President of
Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice President (2005-2006) and
Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice President of FMR Co., Inc.
(2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
|
<R>Brian B. Hogan (1964)</R>
|
<R>
|
Year of Election or Appointment: 2009</R>
Vice President of Equity and High Income Funds. Mr. Hogan also serves as Vice President of other Fidelity funds
(2009-present) and President of FMR's Equity Division (2009-present). Previously, Mr. Hogan served as Senior Vice
President, Equity Research of FMR (2006-2009) and as a portfolio manager.
|
<R>Scott C. Goebel (1968)</R>
|
<R>
|
Year of Election or Appointment: 2008</R>
Secretary and Chief Legal Officer (CLO) of certain Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity Investments
Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC) (2010-present);
Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present); General
Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc. (2008-present); employed by FMR
LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management & Research (Hong Kong) Limited
(2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc. (2008-present), and Fidelity
Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as Secretary and CLO of other Fidelity
funds (2008-2013), as Assistant Secretary of FIMM (2008-2010), FRAC (2008-2010), and the Funds (2007-2008) and as Vice
President and Secretary of Fidelity Distributors Corporation (FDC) (2005-2007).
|
<R>William C. Coffey (1969)</R>
|
<R>
|
Year of Election or Appointment: 2009</R>
Assistant Secretary of Fidelity's Equity and High Income Funds. Mr. Coffey also serves as Assistant Secretary of other Fidelity
funds (2009-present), Senior Vice President and Deputy General Counsel of FMR LLC (2010-present), and is an employee of
Fidelity Investments. Previously, Mr. Coffey served as Vice President and Associate General Counsel of FMR LLC
(2005-2009).
|
<R>Elizabeth Paige Baumann (1968)</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
|
Year of Election or Appointment: 2012
Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North
Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC
(2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and Deputy
Anti-Money Laundering Officer (2007-2012).
|
<R>Christine Reynolds (1958)</R>
|
|
Year of Election or Appointment: 2008
Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management
Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously, Ms.
Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
|
<R>Joseph A. Hanlon (1968)</R>
|
<R>
|
Year of Election or Appointment: 2012</R>
Chief Compliance Officer of Fidelity's Equity and High Income Funds. Mr. Hanlon also serves as Chief Compliance Officer of
other Fidelity funds (2012-present). Mr. Hanlon serves as Compliance Officer of FMR, FMR Co., Inc., Fidelity Investments
Money Management, Inc. (FIMM), Fidelity Research and Analysis Company (FRAC), and Fidelity Management & Research
(Hong Kong) (2009-present), as Senior Vice President of the Fidelity Asset Management Division (2009-present), and is an
employee of Fidelity Investments. Previously, Mr. Hanlon served as Compliance Officer of Fidelity Management & Research
(Japan) Inc. (2009-2013), Strategic Advisers, Inc. (2009-2013), and Fidelity Management & Research (U.K.) Inc.
(2009-2013).
|
<R>Joseph F. Zambello (1957)</R>
|
|
Year of Election or Appointment: 2011
Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello served
as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent Oversight
Group (2005-2009).
|
<R>Adrien E. Deberghes (1967)</R>
|
<R>
|
Year of Election or Appointment: 2008
</R>
Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Deberghes also serves as President and Treasurer
(2013-present), Vice President (2011-present), and Assistant Treasurer (2010-present) of other Fidelity funds, and is an
employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as Deputy Treasurer of other Fidelity
funds (2008-2013), Senior Vice President of Mutual Fund Administration at State Street Corporation (2007-2008), Senior
Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007), and Director of Finance for Dunkin' Brands
(2000-2005).
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<R>Stephen Sadoski (1971)</R>
|
<R>
|
Year of Election or Appointment: 2012</R>
Deputy Treasurer of Fidelity's Equity and High Income Funds. Mr. Sadoski also serves as Deputy Treasurer of other Fidelity
funds (2013-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski served as Deputy
Treasurer (2012-2013) and Assistant Treasurer (2012-2013) of other Fidelity funds, an assistant chief accountant in the
Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012) and as a senior manager
at Deloitte & Touche LLP (1997-2009).
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<R>Stacie M. Smith (1974)</R>
|
<R>
|
Year of Election or Appointment: 2013</R>
Deputy Treasurer of Fidelity's Equity and High Income Funds. Ms. Smith also serves as Assistant Treasurer of other Fidelity
funds (2013-present) and is an employee of Fidelity Investments (2009-present). Previously, Ms. Smith served as Deputy
Treasurer of certain Fidelity funds (2013) and Senior Audit Manager of Ernst & Young LLP (1996-2009).
|
<R>Renee Stagnone (1975)</R>
|
<R>
|
Year of Election or Appointment: 2013</R>
Deputy Treasurer of the Fidelity funds. Ms. Stagnone is an employee of Fidelity Investments.
|
<R>Stephanie J. Dorsey (1969)</R>
|
<R>
|
Year of Election or Appointment: 2010
</R>
Assistant Treasurer of Fidelity's Equity and High Income Funds. Ms. Dorsey also serves as President and Treasurer
(2013-present) and Assistant Treasurer (2010-present) of other Fidelity funds, Treasurer and Chief Financial Officer of The
North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present), and is an employee of Fidelity
Investments (2008-present). Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset
Allocation Funds (2008-2013), Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of
JPMorgan Chase Bank.
|
<R>Chris Maher (1972)</R>
|
<R>
|
Year of Election or Appointment: 2013</R>
Assistant Treasurer of the Fidelity funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of Fidelity
Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice President of
FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
|
<R>Gary W. Ryan (1958)</R>
|
<R>
|
Year of Election or Appointment: 2005
</R>
Assistant Treasurer of certain Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan served as
Assistant Treasurer of other Fidelity funds (2005-2013) and Vice President of Fund Reporting in Fidelity Pricing and Cash
Management Services (FPCMS) (1999-2005).
|
<R>Jonathan Davis (1968)</R>
|
<R>
|
Year of Election or Appointment: 2010
</R>
Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and Fidelity
Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice President and
Associate General Counsel of FMR LLC (2003-2010).
|
Standing Committees of the Funds' Trustees.
The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has 10
standing committees. The members of each committee are Independent Trustees.
<R>The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair and Mr. Stavropoulos serving as Vice Chair. The committee normally meets eight times a year, 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 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. 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 August 31, 2013, the committee held
16 meetings.</R>
<R>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. 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's Fair Value Committee. During the fiscal
year ended August 31, 2013, the committee held four meetings.</R>
<R>The Board of Trustees has established two Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair), and
Messrs. Dirks, Lacy, and Selander) and the Equity II Committee (composed of Messrs. Stavropoulos (Chair), Lautenbach, Mauriello, and
Thomas). 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 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's investment results. Each
committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-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'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's
deliberations. During the fiscal year ended August 31, 2013, each Fund Oversight Committee held 15 meetings.</R>
<R>The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Stavropoulos, and Thomas, and Ms.
Small. Mr. Lautenbach alternates his attendance of committee meetings with his attendance of Audit Committee meetings. The committee
normally meets eight times a year, or more frequently as called by the Chair. Regarding shareholder services, the committee considers the
structure and amount of the 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 other non-investment management services rendered to the funds by FMR and its affiliates, including pricing and bookkeeping services. The committee monitors and recommends policies concerning the securities transactions of the 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 fund shares. The committee also monitors brokerage and other similar relationships between the 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 funds, including issues regarding
Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions
and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finder's fees, and other means by which
intermediaries are compensated for selling fund shares 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 funds, policies and procedures regarding
frequent purchase of fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended
August 31, 2013, the committee
held seven meetings.</R>
<R>The Audit Committee is composed of Messrs. Mauriello (Chair), Lacy, and Selander. Mr. Lautenbach alternates his attendance of committee meetings with his attendance of Shareholder, Distribution, and Brokerage Committee meetings. All committee members must be able to
read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least
one committee member will be an "audit committee financial expert" as defined by the SEC. The committee will have at least one committee
member in common with the Compliance Committee. The committee normally meets four times a year, or more frequently as called by the Chair.
The committee meets separately at least annually
with the funds' Treasurer, with the funds' Chief Financial Officer, with personnel responsible for
the internal audit function of FMR LLC, and with the funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the funds and the funds' service providers, (to the extent such controls impact
the funds' financial statements); (ii) the funds' auditors and the annual audits of the funds' financial statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the funds. The committee considers and acts
upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the provision by any outside auditor of certain non-audit services to 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 for non-audit engagements by outside auditors of the funds. It is responsible for approving all audit
engagement fees and terms for the funds and for resolving disagreements between a fund and any outside auditor regarding any fund's financial
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 funds and any service providers
consistent with the rules of the Public Company Accounting Oversight Board. The committee will receive reports of compliance with provisions
of the Auditor Independence Regulations relating to the hiring of employees or former employees of the outside auditors. It oversees and receives
reports on the funds' service providers' internal controls and reviews the adequacy and effectiveness of the service 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 funds' ability to record, process, summarize, and report financial data; (ii) any change in
the fund's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund'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 funds' or service providers internal controls over financial reporting. The committee will also review any correspondence with regulators or governmental 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 funds' financial
reporting process, will discuss with FMR, the 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 funds. The committee will review with FMR, the funds' Treasurer, outside auditor, and internal audit personnel of FMR LLC and,
as appropriate, legal counsel the results of audits of the funds' financial statements. The committee will review periodically the funds' major
internal controls exposures and the steps that have been taken to monitor and control such exposures. During the fiscal year ended August 31,
2013, the committee held six meetings.</R>
<R>The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair) and Stavropoulos. The committee meets as
called by the Chair. 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 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'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 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 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 funds' or
the Board of 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 and non-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 may conduct or authorize investigations into or studies of matters within the
committee's scope of responsibilities, and may retain, at the 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 funds, should be submitted to the Chair of the committee
at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all
candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds
within the meaning of the 1940 Act; (iii) does not have a material relationship (
e.g.,
commercial, banking, consulting, legal, or accounting)
with the adviser, any sub-adviser, or their affiliates that could create an appearance of lack of independence in respect of 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 regularly scheduled meetings during 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 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 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. During the fiscal year ended August 31, 2013, the committee
held seven meetings.</R>
<R>The Compliance Committee is composed of Messrs. Selander (Chair), Lautenbach, and Mauriello. The committee normally meets
quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and
procedures of the funds and their service providers as required by Rule 38a-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 CCO of the
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 significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-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 August 31, 2013, the committee held four
meetings.</R>
<R>The Proxy Voting Committee is composed of Messrs. Thomas (Chair), Dirks, and Selander. The committee will meet as needed to
review the fund's proxy voting policies, consider changes to the policies, and review 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 advisers and portfolio companies concerning matters presented to shareholders for approval. The committee
will address issues relating to the fund'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's recommendations concerning certain non-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 August 31, 2013, the committee held three meetings.</R>
<R>The Research Committee is composed of Messrs. Lacy (Chair) and Thomas, and Ms. Small. The Committee will meet as needed. 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 August 31, 2013, the committee held six
meetings.</R>
<R>The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in each fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2012.</R>
Interested Trustees
|
DOLLAR RANGE OF
FUND SHARES
|
James C. Curvey
|
Ronald P. O'Hanley
|
Fidelity Balanced Fund
|
none
|
none
|
Fidelity Export and Multinational Fund
|
none
|
none
|
Fidelity Puritan Fund
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>Independent Trustees</R>
|
<R>
DOLLAR RANGE OF
FUND SHARES
|
Dennis J. Dirks
|
Alan J. Lacy
|
Ned C. Lautenbach
|
Joseph Mauriello</R>
|
<R>
Fidelity Balanced Fund
|
over $100,000
|
none
|
none
|
none</R>
|
<R>
Fidelity Export and Multinational Fund
|
$10,001 - $50,000
|
none
|
none
|
$10,001 - $50,000</R>
|
<R>
Fidelity Puritan Fund
|
none
|
none
|
none
|
none</R>
|
<R>
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000</R>
|
<R>
DOLLAR RANGE OF
FUND SHARES
|
Robert W. Selander
|
Cornelia M. Small
|
William S. Stavropoulos
|
David M. Thomas</R>
|
Fidelity Balanced Fund
|
none
|
none
|
none
|
none
|
<R>
Fidelity Export and Multinational Fund
|
none
|
over $100,000
|
none
|
none</R>
|
Fidelity Puritan Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
<R>The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or
her services for the fiscal year ended August 31, 2013, or calendar year ended December 31, 2012, as applicable.</R>
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>Compensation Table
1</R>
|
<R>
AGGREGATE
COMPENSATION
FROM A FUND
|
Dennis J.
Dirks
|
Alan J.
Lacy
|
Ned C.
Lautenbach
|
Joseph
Mauriello
|
</R>
|
<R>
Fidelity Balanced Fund
B
|
$ 12,444
|
$ 11,063
|
$ 13,702
|
$ 11,864
|
</R>
|
<R>
Fidelity Export and Multinational Fund
|
$ 1,141
|
$ 1,014
|
$ 1,256
|
$ 1,087
|
</R>
|
<R>
Fidelity Puritan Fund
C
|
$ 11,805
|
$ 10,495
|
$ 12,998
|
$ 11,254
|
</R>
|
<R>
TOTAL COMPENSATION
FROM THE FUND COMPLEX
A
|
$ 450,500
|
$ 426,500
|
$ 500,500
|
$ 439,000
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
|
</R>
|
<R>
AGGREGATE
COMPENSATION
FROM A FUND
|
Robert W.
Selander
|
Cornelia M.
Small
|
William S.
Stavropoulos
|
David M.
Thomas
|
</R>
|
<R>
Fidelity Balanced Fund
B
|
$ 11,244
|
$ 10,980
|
$ 12,321
|
$ 10,982
|
</R>
|
<R>
Fidelity Export and Multinational Fund
|
$ 1,031
|
$ 1,006
|
$ 1,129
|
$ 1,007
|
</R>
|
<R>
Fidelity Puritan Fund
C
|
$ 10,667
|
$ 10,416
|
$ 11,687
|
$ 10,418
|
</R>
|
<R>
TOTAL COMPENSATION
FROM THE FUND COMPLEX
A
|
$ 411,500
|
$ 419,000
|
$ 449,000
|
$ 426,500
|
</R>
|
<R>
1
James C. Curvey, Ronald P. O'Hanley, and Peter S. Lynch are interested persons and are compensated by Fidelity.</R>
<R></R>
<R>
A
Reflects compensation received for the calendar year ended December 31, 2012 for 236 funds of 29 trusts (including Fidelity Central
Investment Portfolios LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees. Certain
of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Dennis J. Dirks, $221,918; Ned C.
Lautenbach, $262,798; Cornelia M. Small, $175,000; and William S. Stavropoulos, $200,000.</R>
<R>
B
Compensation figures include cash and may include amounts deferred at the election of Trustees. Certain of the Independent Trustees'
aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Dennis J. Dirks, $10,501; Ned C.
Lautenbach, $12,435; Cornelia M. Small, $8,366; and William S. Stavropoulos, $9,562.</R>
<R>
C
Compensation figures include cash and may include amounts deferred at the election of Trustees. Certain of the Independent Trustees'
aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Dennis J. Dirks, $9,961; Ned C.
Lautenbach, $11,796; Cornelia M. Small, $7,937; and William S. Stavropoulos, $9,070.</R>
<R>As of August 31, 2013, the Trustees, Member of the Advisory Board, and officers of each fund owned, in the aggregate, less than 1% of
each fund's total outstanding shares.</R>
<R>As of August 31, 2013, the following owned of record and/or beneficially 5% or more of the outstanding shares of a class:</R>
Class Name
|
Owner Name
|
City
|
State
|
Ownership %
|
<R>Fidelity Balanced Fund: Class K
|
Northwest Permanente PC
|
Portland
|
OR
|
5.22%</R>
|
<R>Fidelity Balanced Fund: Class K
|
Oracle Corporation
|
Redwood Shores
|
CA
|
5.11%</R>
|
<R>Fidelity Export and Multinational Fund: Class
K
|
FMR LLC
|
Boston
|
MA
|
20.89%</R>
|
<R>Fidelity Export and Multinational Fund: Class
K
|
University Of California
|
Oakland
|
CA
|
7.85%</R>
|
<R>Fidelity Export and Multinational Fund: Class
K
|
University Of Michigan
|
Ann Arbor
|
MI
|
6.07%</R>
|
<R>Fidelity Export and Multinational Fund: Class
K
|
Covance Inc.
|
Princeton
|
NJ
|
5.99%</R>
|
<R>Fidelity Export and Multinational Fund: Class
K
|
Mitre Corporation
|
Bedford
|
MA
|
5.72%</R>
|
<R>Fidelity Export and Multinational Fund: Class
K
|
IBM
|
Armonk
|
NY
|
5.71%</R>
|
<R>Fidelity Puritan Fund: Class K
|
Quest Diagnostics
Incorporated
|
Lyndhurst
|
NJ
|
6.78%</R>
|
CONTROL
OF
INVESTMENT ADVISERS
<R>FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR, FIMM, Fidelity Management & Research
(U.K.) Inc. (FMR U.K.), Fidelity Management & Research (Hong Kong) Limited (FMR H.K.), Fidelity Management & Research (Japan) Inc.
(FMR Japan), and FMRC. The voting common shares of FMR LLC are divided into two series. Series B is held predominantly by members of
the Abigail P. Johnson family, directly or through trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common
shares. Series A is held predominantly by non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the
vote on any such matter. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement
under which all Series B shares will be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company
is presumed where one individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through
their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be
deemed, under the 1940 Act, to form a controlling group with respect to FMR LLC.</R>
At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management,
shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of
securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of
emerging businesses.
<R>FMR, FIMM, FMRC, FMR U.K., FMR H.K., FMR Japan, FDC, and the funds have adopted a code of ethics under Rule 17j-1 of the
1940 Act that sets forth employees' fiduciary responsibilities regarding the funds, establishes procedures for personal investing, and restricts
certain transactions. Employees subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own
investment accounts, including securities that may be purchased or held by the funds.</R>
MANAGEMENT
CONTRACTS
Each fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.
Management Services.
Under the terms of its management contract with each fund, FMR acts as investment adviser and, subject to the
supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment
objective, policies and limitations. FMR also provides each fund with all necessary office facilities and personnel for servicing the fund's
investments, compensates all officers of each fund and all Trustees who are interested persons of the trusts or of FMR, and all personnel of each
fund or FMR performing services relating to research, statistical and investment activities.
In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include providing facilities for maintaining each fund's organization; supervising
relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with each fund; preparing all general
shareholder communications and conducting shareholder relations; maintaining each fund's records and the registration of each fund's shares
under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for
each fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.
Management-Related Expenses.
In addition to the management fee payable to FMR and the fees payable to the transfer agent and pricing
and bookkeeping agent, and the costs associated with securities lending, each fund or each class thereof, as applicable, pays all of its expenses
that are not assumed by those parties. Each fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor, and Independent Trustees. Each fund's management contract further provides that the fund will
pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however,
under the terms of each fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by each fund include interest,
taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary filings under state securities laws. Each fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify
its officers and Trustees with respect to litigation.
Management Fees.
For the services of FMR under the management contract, each fund pays FMR a monthly management fee which has
two components: a group fee rate and an individual fund fee rate.
<R>The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts. For this purpose, the monthly average net assets of any registered investment companies with which FMR previously had
management contracts but that currently have management contracts with Fidelity SelectCo, LLC are included.</R>
GROUP FEE RATE SCHEDULE
|
EFFECTIVE ANNUAL FEE RATES
|
Average Group
Assets
|
Annualized
Rate
|
Group Net
Assets
|
Effective Annual Fee
Rate
|
0
|
-
|
$3 billion
|
.5200%
|
$ 1 billion
|
.5200%
|
3
|
-
|
6
|
.4900
|
50
|
.3823
|
6
|
-
|
9
|
.4600
|
100
|
.3512
|
9
|
-
|
12
|
.4300
|
150
|
.3371
|
12
|
-
|
15
|
.4000
|
200
|
.3284
|
15
|
-
|
18
|
.3850
|
250
|
.3219
|
18
|
-
|
21
|
.3700
|
300
|
.3163
|
21
|
-
|
24
|
.3600
|
350
|
.3113
|
24
|
-
|
30
|
.3500
|
400
|
.3067
|
30
|
-
|
36
|
.3450
|
450
|
.3024
|
36
|
-
|
42
|
.3400
|
500
|
.2982
|
42
|
-
|
48
|
.3350
|
550
|
.2942
|
48
|
-
|
66
|
.3250
|
600
|
.2904
|
66
|
-
|
84
|
.3200
|
650
|
.2870
|
84
|
-
|
102
|
.3150
|
700
|
.2838
|
102
|
-
|
138
|
.3100
|
750
|
.2809
|
138
|
-
|
174
|
.3050
|
800
|
.2782
|
174
|
-
|
210
|
.3000
|
850
|
.2756
|
210
|
-
|
246
|
.2950
|
900
|
.2732
|
246
|
-
|
282
|
.2900
|
950
|
.2710
|
282
|
-
|
318
|
.2850
|
1,000
|
.2689
|
318
|
-
|
354
|
.2800
|
1,050
|
.2669
|
354
|
-
|
390
|
.2750
|
1,100
|
.2649
|
390
|
-
|
426
|
.2700
|
1,150
|
.2631
|
426
|
-
|
462
|
.2650
|
1,200
|
.2614
|
462
|
-
|
498
|
.2600
|
1,250
|
.2597
|
498
|
-
|
534
|
.2550
|
1,300
|
.2581
|
534
|
-
|
587
|
.2500
|
1,350
|
.2566
|
587
|
-
|
646
|
.2463
|
1,400
|
.2551
|
646
|
-
|
711
|
.2426
|
1,450
|
.2536
|
711
|
-
|
782
|
.2389
|
1,500
|
.2523
|
782
|
-
|
860
|
.2352
|
1,550
|
.2510
|
860
|
-
|
946
|
.2315
|
1,600
|
.2497
|
946
|
-
|
1,041
|
.2278
|
1,650
|
.2484
|
1,041
|
-
|
1,145
|
.2241
|
1,700
|
.2472
|
1,145
|
-
|
1,260
|
.2204
|
1,750
|
.2460
|
1,260
|
-
|
1,386
|
.2167
|
1,800
|
.2449
|
1,386
|
-
|
1,525
|
.2130
|
1,850
|
.2438
|
1,525
|
-
|
1,677
|
.2093
|
1,900
|
.2427
|
1,677
|
-
|
1,845
|
.2056
|
1,950
|
.2417
|
Over
|
|
1,845
|
.2019
|
2,000
|
.2407
|
<R>The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying the annualized
rates on the left. For example, the effective annual fee rate at $1,466 billion of group net assets - the approximate level for August 2013 - was
0.2532%, which is the weighted average of the respective fee rates for each level of group net assets up to $1,466 billion.</R>
<R>Fidelity Balanced Fund's, Fidelity Export and Multinational Fund's, and Fidelity Puritan Fund's individual fund fee rates are 0.15%,
0.30%, and 0.15%, respectively. Based on the average group net assets for August 2013, each fund's annual management fee rate would be
calculated as follows:</R>
Fund
|
Group Fee Rate
|
|
Individual Fund Fee Rate
|
|
Management Fee Rate
|
<R>Fidelity Balanced Fund
|
0.2532%
|
+
|
0.1500%
|
=
|
0.4032%</R>
|
<R>Fidelity Export and Multinational
Fund
|
0.2532%
|
+
|
0.3000%
|
=
|
0.5532%</R>
|
<R>Fidelity Puritan Fund
|
0.2532%
|
+
|
0.1500%
|
=
|
0.4032%</R>
|
One-twelfth of the management fee rate is applied to each fund's average net assets for the month, giving a dollar amount which is the fee
for that month.
The following table shows the amount of management fees paid by each fund to FMR for the past three fiscal years.
Fund
|
Fiscal Years
Ended
August 31
|
Management Fees
Paid to
FMR
|
<R>Fidelity Balanced Fund
|
2013
|
$ 87,739,029</R>
|
<R>
|
2012
|
$ 81,574,241</R>
|
|
2011
|
$ 86,105,525
|
<R>Fidelity Export and Multinational Fund
|
2013
|
$ 10,874,042</R>
|
<R>
|
2012
|
$ 11,499,477</R>
|
|
2011
|
$ 14,477,409
|
<R>FidelityPuritan Fund
|
2013
|
$ 83,030,656</R>
|
<R>
|
2012
|
$ 77,419,303</R>
|
|
2011
|
$ 79,093,696
|
<R>
|
|
</R>
|
FMR may, from time to time, voluntarily reimburse all or a portion of a class's operating expenses. FMR retains the ability to be repaid for
these expense reimbursements in the amount that expenses fall below the limit prior to the end of the fiscal year.
<R>Expense reimbursements will increase returns and yield, and repayment of the reimbursement will decrease returns and yield.</R>
Sub-Adviser - FIMM.
On behalf of Fidelity Balanced Fund and Fidelity Puritan Fund, FMR has entered into a sub-advisory agreement
with FIMM pursuant to which FIMM has day-to-day responsibility for choosing certain types of investments for each fund. Under the terms of
the sub-advisory agreements, FMR, and not the funds, pays FIMM's fees.
Sub-Adviser - FMRC.
On behalf of Fidelity Export and Multinational Fund, FMR has entered into a sub-advisory agreement with FMRC
pursuant to which FMRC has day-to-day responsibility for choosing investments for the fund. On behalf of Fidelity Balanced Fund and Fidelity Puritan Fund, FMR has entered into a sub-advisory agreement with FMRC pursuant to which FMRC has day-to-day responsibility for
choosing certain types of investments for each fund. Under the terms of the sub-advisory agreements for each fund, FMR, and not the funds,
pays FMRC's fees.
Sub-Advisers - FMR U.K., FMR H.K., and FMR Japan.
On behalf of each fund, FMR has entered into sub-advisory agreements with
FMR U.K., FMR H.K., and FMR Japan. Pursuant to the sub-advisory agreements, FMR may receive from the sub-advisers investment research and advice on issuers outside the United States (non-discretionary services) and FMR may grant the sub-advisers investment management authority and the authority to buy and sell securities if FMR believes it would be beneficial to the funds (discretionary services). FMR,
and not the funds, pays the sub-advisers.
<R>Robert Stansky is co-manager of Fidelity Balanced Fund and receives compensation for his services. Mr. Stansky also receives compensation for managing the equity investments of the fund. Pramod Atluri is co-manager of Fidelity Balanced Fund and receives compensation
for managing the bond investments of the fund. As of August 31, 2013, portfolio manager compensation generally consists of a fixed base
salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation
plans, and, if applicable, relocation plan benefits. A portion of each portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>
Each co-manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates.
The primary components of Mr. Stansky's bonus are based on the pre-tax investment performance of the portfolio manager's fund(s) and
account(s) measured against a benchmark index and within a defined peer group assigned to each fund or account. The pre-tax investment
performance of the portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the
average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio manager's tenure
on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses
rolling periods of up to five years for the comparison to a benchmark index and rolling periods of up to three years for the comparison to a peer
group. A smaller, subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portion of Mr. Stansky's bonus that is linked to the investment performance of Fidelity Balanced Fund is based on the
pre-tax investment performance of the equity investments of the fund measured against the S&P 500
®
Index, and the pre-tax investment performance of the fund (based on the performance of the fund's retail class) within the Lipper
SM
Balanced Funds.
The primary components of Mr. Atluri's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and
account(s) measured against a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR taxable
bond funds and accounts. The pre-tax investment performance of the portfolio manager's fund(s) and account(s) is weighted according to his
tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated
separately over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous
with his tenure, but that eventually encompasses rolling periods of up to three years for the comparison to a benchmark index. A smaller,
subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The
portion of Mr. Atluri's bonus that is linked to the investment performance of Fidelity Balanced Fund is based on the pre-tax investment performance of the bond investments of the fund measured against the Barclays
®
U.S. Aggregate Bond Index.
<R></R>
Each co-manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the
stock of FMR LLC, FMR's parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund
management, brokerage, retirement, and employer administrative services. If requested to relocate their primary residence, portfolio managers
also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most
full-time employees of FMR LLC and its affiliates.
<R>Jonathan Kasen is co-manager of Fidelity Balanced Fund and receives compensation for his services. Steven Kaye is co-manager of
Fidelity Balanced Fund and receives compensation for his services. Monty Kori is co-manager of Fidelity Balanced Fund and receives compensation for his services. Robert Lee is co-manager of Fidelity Balanced Fund and receives compensation for his services. Peter Saperstone is
co-manager of Fidelity Balanced Fund and receives compensation for his services. Douglas Simmons is co-manager of Fidelity Balanced
Fund and receives compensation for his services. Pierre Sorel is co-manager of Fidelity Balanced Fund and receives compensation for his
services. As of August 31, 2013, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically
annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion of each portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>
<R>Each
portfolio
manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates. The primary components of each portfolio manager's bonus are based on the pre-tax investment performance of the portfolio manager's fund(s) and account(s)
measured against a benchmark index and within a defined peer group assigned to each fund or account. The pre-tax investment performance of
each portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the average asset size
of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio manager's tenure on those fund(s)
and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses rolling periods of
up to five years for the comparison to a benchmark index and rolling periods of up to three years for the comparison to a peer group. A smaller,
subjective component of each portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The
portion of each portfolio manager's bonus that is linked to the investment performance of Fidelity Balanced Fund is based on the pre-tax
investment performance of the equity investments of the fund measured against the S&P 500
®
Index, the fund's pre-tax investment performance (based on the performance of the fund's retail class) within the Lipper
SM
Balanced Funds, and the pre-tax investment performance of
the portion of the fund's assets managed by each co-manager measured against the benchmark index identified in the table below. Each
portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the
stock of FMR LLC, FMR's parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund
management, brokerage, retirement, and employer administrative services. If requested to relocate their primary residence, portfolio managers
also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most
full-time employees of FMR LLC and its affiliates.</R>
Co-Manager
|
Benchmark Index(es)
|
<R>Jonathan Kasen
|
S&P 500 Energy Index</R>
|
Steven Kaye
|
S&P 500 Health Care Index
|
<R>Monty Kori
|
S&P 500 Industrials Index</R>
|
Robert Lee
|
S&P 500 Consumer Staples Index
|
Peter Saperstone
|
S&P 500 Consumer Discretionary Index
|
Douglas Simmons
|
S&P 500 Telecom Services Index; S&P 500 Utilities Index
|
Pierre Sorel
|
S&P 500 Financials Index
|
<R>
|
</R>
|
<R>A portfolio manager's compensation plan may give rise to potential conflicts of interest. Although investors in the fund may invest
through either tax-deferred accounts or taxable accounts, a portfolio manager's compensation is linked to the pre-tax performance of the fund,
rather than its after-tax performance. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that
include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation
to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to
provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts)
may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a
portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of
other accounts managed by FMR or an affiliate. A portfolio manager may execute transactions for another fund or account that may adversely
impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the securities selected for the fund.
Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts,
which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.</R>
<R>Brian Lempel is a research analyst and is co-manager of Fidelity Balanced Fund. Tobias Welo is a research analyst and is co-manager
of Fidelity Balanced Fund. Research analysts who also manage sector funds are referred to as sector fund managers. Each sector fund manager
receives compensation for his services as a research analyst and as a portfolio manager under a single compensation plan. As of August 31,
2013, each sector fund manager's compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus,
in certain cases, participation in several types of equity-based compensation plans, and if applicable, relocation plan benefits. A portion of each
sector fund manager's compensation may be deferred based on criteria established by FMR or at the election of the sector fund manager. </R>
<R>Each sector fund manager's base salary is determined primarily by level of experience and skills, and performance as a research analyst
and sector fund manager at FMR or its affiliates. A portion of each sector fund manager's bonus relates to his performance as a research analyst
and is based on the Director of Research's assessment of the research analyst's performance and may include factors such as portfolio manager
survey-based assessments, which relate to analytical work and investment results within the relevant sector(s) and impact on other equity funds
and accounts as a research analyst, and the research analyst's contributions to the research groups and to FMR. Another component of the
bonus is based upon (i) the pre-tax investment performance of each sector fund manager's fund(s) and account(s) measured against a benchmark index (which may be a customized industry benchmark index developed by FMR) and within a defined peer group assigned to each fund
or account, (ii) the pre-tax investment performance of the research analyst's recommendations measured against a benchmark index corresponding to the research analyst's assignment universe and against a broadly diversified equity index, and (iii) the investment performance of
other FMR equity funds and accounts within each sector fund manager's designated sector team. The pre-tax investment performance of each
sector fund manager's fund(s) and account(s) is weighted according to the sector fund manager's tenure on those fund(s) and account(s). The
component of the bonus relating to the Director of Research's assessment is calculated over a one-year period, and each other component of the
bonus is calculated over a measurement period that initially is contemporaneous with each sector fund manager's tenure, but that eventually
encompasses rolling periods of up to five years for the comparison to a benchmark index and rolling periods of up to three years for the comparison to a peer group. The portion of Mr. Lempel's bonus that is linked to the investment performance of Fidelity Balanced Fund is based on the
pre-tax investment performance of the equity investments of the fund measured against the S&P 500 Index, the fund's pre-tax investment
performance (based on the performance of the fund's retail class) within the Lipper Balanced Funds, and the pre-tax investment performance
of the portion of the fund's assets managed by the sector fund manager measured against the S&P 500 Information Technology Index. The
portion of Mr. Welo's bonus that is linked to the investment performance of Fidelity Balanced Fund is based on the pre-tax investment performance of the equity investments of the fund measured against the S&P 500 Index, the fund's pre-tax investment performance (based on the
performance of the fund's retail class) within the Lipper Balanced Funds, and the pre-tax investment performance of the portion of the fund's
assets managed by the sector fund manager measured against the S&P 500 Materials Index. Each sector fund manager also is compensated
under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR LLC, FMR's parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement, and
employer administrative services. If requested to relocate their primary residence, sector fund managers also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time employees of FMR LLC
and its affiliates.</R>
<R>A sector fund manager's compensation plan may give rise to potential conflicts of interest. Although investors in the fund may invest
through either tax-deferred accounts or taxable accounts, a sector fund manager's compensation is linked to the pre-tax performance of the
fund, rather than its after-tax performance. A sector fund manager's base pay and bonus opportunity tend to increase with a sector fund manager's level of experience and skills relative to research and fund assignments. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons,
and fees as a sector fund manager must allocate his time and investment ideas across multiple funds and accounts. In addition, the fund's trade
allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated
with those of other accounts managed by FMR. A sector fund manager may execute transactions for another fund or account that may adversely impact the value of securities held by the fund. Securities selected for other funds or accounts may outperform the securities selected for the
fund. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics. Furthermore, the potential exists that a sector fund manager's responsibilities as a portfolio manager of a sector fund may not be entirely consistent
with his responsibilities as a research analyst providing recommendations to other Fidelity portfolio managers.</R>
<R>The following table provides information relating to other accounts managed by Mr. Stansky as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
4
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
1
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 51,130
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 10,264
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Stansky ($22,682 (in millions) assets managed). The amount of assets
managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Stansky was over
$1,000,000.</R>
<R>The following table provides information relating to other accounts managed by Mr. Atluri as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
4
|
1
|
2</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 12,404
|
$ 375
|
$ 1,050</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Atluri ($6,115 (in millions) assets managed). The amount of assets managed
of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Atluri was $100,001 -
$500,000. </R>
<R>The following table provides information relating to other accounts managed by Mr. Kasen as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
5
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
1
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 5,762
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 1,012
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Kasen ($1,693 (in millions) assets managed). The amount of assets managed
of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Kasen was $10,001 -
$50,000.</R>
<R>The following table provides information relating to other accounts managed by Mr. Kaye as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
4
|
1
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
1
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 5,590
|
$ 0
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 1,291
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Kaye ($2,007 (in millions) assets managed). The amount of assets managed
of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Kaye was over
$1,000,000.</R>
<R>The following table provides information relating to other accounts managed by Mr. Kori as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
4
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
1
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 3,787
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 468
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Kori ($1,532 (in millions) assets managed). The amount of assets managed
of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Kori was none.</R>
<R>The following table provides information relating to other accounts managed by Mr. Lee as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
9
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
2
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 8,331
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 1,331
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Lee ($1,675 (in millions) assets managed). The amount of assets managed of
the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Lee was none.</R>
<R>The following table provides information relating to other accounts managed by Mr. Saperstone as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
4
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
1
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 5,369
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 1,337
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Saperstone ($1,848 (in millions) assets managed). The amount of assets
managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Saperstone was $100,001 -
$500,000.</R>
<R>The following table provides information relating to other accounts managed by Mr. Simmons as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
13
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
4
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 4,426
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 1,670
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Simmons ($1,006 (in millions) assets managed). The amount of assets
managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Simmons was $50,001 -
$100,000.</R>
<R>The following table provides information relating to other accounts managed by Mr. Sorel as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
5
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
2
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 7,436
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 2,013
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Sorel ($2,536 (in millions) assets managed). The amount of assets managed
of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Sorel was none.</R>
<R>The following table provides information relating to other accounts managed by Mr. Lempel as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
5
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
1
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 10,344
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 1,814
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Lempel ($2,839 (in millions) assets managed). The amount of assets
managed of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Lempel was none.</R>
<R>The following table provides information relating to other accounts managed by Mr. Welo as of August 31, 2013:</R>
<R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts</R>
|
<R>Number of Accounts Managed
|
13
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
2
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 8,075
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 1,976
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Balanced Fund managed by Mr. Welo ($531 (in millions) assets managed). The amount of assets managed of
the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Balanced Fund beneficially owned by Mr. Welo was none.</R>
<R>Ramin Arani is lead portfolio manager of Fidelity Puritan Fund and receives compensation for his services. Mr. Arani is also co-manager of the fund and receives compensation for managing a portion of the equity investments of the fund. Pramod Atluri is co-manager of
Fidelity Puritan Fund and receives compensation for managing the bond investments of the fund. Harley Lank is co-manager of Fidelity Puritan Fund and receives compensation for managing the high income sub-portfolio of the fund. As of August 31, 2013, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion of each portfolio manager's compensation
may be deferred based on criteria established by FMR or at the election of the portfolio manager.</R>
Each co-manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates.
The primary components of Mr. Arani's bonus are based on the pre-tax investment performance of the portfolio manager's fund(s) and
account(s) measured against a benchmark index and within a defined peer group assigned to each fund or account. The pre-tax investment
performance of the portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the
average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio manager's tenure
on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses
rolling periods of up to five years for the comparison to a benchmark index and rolling periods of up to three years for the comparison to a peer
group. A smaller, subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portion of Mr. Arani's bonus that is linked to the investment performance of Fidelity Puritan Fund is based on the pre-tax
investment performance of the portion of the equity investments of the fund he manages measured against the S&P 500 Index, and the pre-tax
investment performance of the fund (based on the performance of the fund's retail class) within the Lipper Balanced Funds.
The primary components of Mr. Atluri's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and
account(s) measured against a benchmark index assigned to each fund or account, and (ii) the investment performance of other FMR taxable
bond funds and accounts. The pre-tax investment performance of the portfolio manager's fund(s) and account(s) is weighted according to his
tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated
separately over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous
with his tenure, but that eventually encompasses rolling periods of up to three years for the comparison to a benchmark index. A smaller,
subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The
portion of Mr. Atluri's bonus that is linked to the investment performance of Fidelity Puritan Fund is based on the pre-tax investment performance of the bond investments of the fund measured against the Barclays
®
U.S. Aggregate Bond Index.
The primary components of Mr. Lank's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and
account(s) measured against a benchmark index or within a defined peer group assigned to each fund or account, and (ii) the investment performance of other FMR high yield funds and accounts. The pre-tax investment performance of the portfolio manager's fund(s) and account(s) is
weighted according to his tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure.
Each component is calculated separately over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that
initially is contemporaneous with his tenure, but that eventually encompasses rolling periods of up to five years for the comparison to a benchmark index or a peer group. A smaller, subjective component of the portfolio manager's bonus is based on the portfolio manager's overall
contribution to management of FMR. The portion of Mr. Lank's bonus that is linked to the investment performance of Fidelity Puritan Fund is
based on the pre-tax investment performance of the fund's assets allocated to the high income asset class of the fund (based on the performance
of the fund's retail class) within the Lipper High Current Yield Funds.
Each co-manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the
stock of FMR LLC, FMR's parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund
management, brokerage, retirement, and employer administrative services. If requested to relocate their primary residence, portfolio managers
also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most
full-time employees of FMR LLC and its affiliates.
<R>Heather Carrillo is the portfolio manager of Fidelity Export and Multinational Fund and receives compensation for her services. As of
August 31, 2013, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a
bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion
of the portfolio manager's compensation may be deferred based on criteria established by FMR or at the election of the portfolio manager. </R>
The
portfolio
manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates. The primary components of
the portfolio manager's bonus are based on the pre-tax investment performance of the portfolio manager's fund(s) and account(s) measured
against a benchmark index and within a defined peer group assigned to each fund or account. The pre-tax investment performance of the portfolio manager's fund(s) and account(s) is weighted according to her tenure on those fund(s) and account(s) and the average asset size of those
fund(s) and account(s) over her tenure. Each component is calculated separately over the portfolio manager's tenure on those fund(s) and
account(s) over a measurement period that initially is contemporaneous with her tenure, but that eventually encompasses rolling periods of up
to five years for the comparison to a benchmark index and rolling periods of up to three years for the comparison to a peer group. A smaller,
subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The
portion of Ms. Carrillo's bonus that is linked to the investment performance of Fidelity Export and Multinational Fund is based on the pre-tax
investment performance of the fund measured against the S&P 500 Index, and the pre-tax investment performance of the fund (based on the
performance of the fund's retail class) within the Morningstar
®
Large Growth, Large Value, and Large Blend Categories. The portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of FMR LLC,
FMR's parent company. FMR LLC is a diverse financial services company engaged in various activities that include fund management, brokerage, retirement, and employer administrative services. If requested to relocate their primary residence, portfolio managers also may be
eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time
employees of FMR LLC and its affiliates.
<R>A portfolio manager's compensation plan may give rise to potential conflicts of interest. Although investors in a fund may invest
through either tax-deferred accounts or taxable accounts, a portfolio manager's compensation is linked to the pre-tax performance of the
fund, rather than its after-tax performance. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link
compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may
be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In addition, a
fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being
aggregated with those of other accounts managed by FMR or an affiliate. A portfolio manager may execute transactions for another fund or
account that may adversely impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the
securities selected for the fund. Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new
investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.</R>
<R>The following table provides information relating to other accounts managed by Mr. Arani as of August 31, 2013:</R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
<R>Number of Accounts Managed
|
1
|
none
|
none</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 21,175
|
none
|
none</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Puritan Fund managed by Mr. Arani ($21,175 (in millions) assets managed). The amount of assets managed
of the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Puritan Fund beneficially owned by Mr. Arani was over $1,000,000.</R>
<R>The following table provides information relating to other accounts managed by Mr. Atluri as of August 31, 2013:</R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
<R>Number of Accounts Managed
|
4
|
1
|
2</R>
|
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
<R>Assets Managed (in millions)
|
$ 12,404
|
$ 375
|
$ 1,050</R>
|
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
<R></R>
<R>* Includes assets of Fidelity Puritan Fund managed by Mr. Atluri ($5,384 (in millions) assets managed). The amount of assets managed of
the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Puritan Fund beneficially owned by Mr. Atluri was $100,001 -
$500,000.</R>
<R>The following table provides information relating to other accounts managed by Mr. Lank as of August 31, 2013:</R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
<R>Number of Accounts Managed
|
3
|
3
|
14</R>
|
<R>Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none</R>
|
<R>Assets Managed (in millions)
|
$ 3,151
|
$ 964
|
$ 33,171</R>
|
<R>Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none</R>
|
<R>* Includes assets of Fidelity Puritan Fund managed by Mr. Lank ($1,106 (in millions) assets managed). The amount of assets managed of
the fund reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Puritan Fund beneficially owned by Mr. Lank was none.</R>
<R></R>
<R>The following table provides information relating to other accounts managed by Ms. Carrillo as of August 31, 2013:</R>
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
Number of Accounts Managed
|
1
|
none
|
none
|
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
<R>Assets Managed (in millions)
|
$ 1,897
|
none
|
none</R>
|
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
<R>* Includes Fidelity Export and Multinational Fund ($1,897 (in millions) assets managed). The amount of assets managed of the fund
reflects trades and other assets as of the close of the business day prior to the fund's fiscal year-end.</R>
<R>As of August 31, 2013, the dollar range of shares of Fidelity Export and Multinational Fund beneficially owned by Ms. Carrillo was
$500,001 - $1,000,000.</R>
PROXY
VOTING
GUIDELINES
The following Proxy Voting Guidelines were established by the Board of Trustees of the Fidelity funds, after consultation with Fidelity.
(The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly, are subject to
change.)
I. General Principles
A.
Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows:
(i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii) voting will
be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.
B. FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees have
a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders, and are
instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment Proxy Research
employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance
with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when there are factors that may prompt
one to question whether a Fidelity employee is acting solely on the best interests of Fidelity and its customers. Employees
are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests
of Fidelity and its customers.
C. Except as set forth herein, FMR will generally vote in favor of routine management proposals.
D. Non-routine proposals will generally be voted in accordance with the Guidelines.
E. Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity
Fund Board Committee or its designee.
F. FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's
likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.
Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.
G. Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and are
not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure
practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into
consideration differing laws, regulations and practices in the relevant foreign market in determining how to vote shares.
H. In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances where such
restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current share ownership
on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote proxies in order to safeguard fund holdings information.
I. Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment
to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management based on
this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for
the election of directors at the next election.
II. Definitions (as used in this document)
A. <R>Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden
Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting the
right of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.</R>
B. Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision; single
trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may total more than
three times annual compensation (salary and bonus) in the event of a termination following a change in control.
C. Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.
D. Sunset Provision - a condition in a charter or plan that specifies an expiration date.
E. Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the event a
potential acquirer announces a bona fide offer for all outstanding shares.
F. Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.
G. <R>Large-Capitalization Company - a company included in the Russell 1000
®
Index or the Russell Global ex-U.S. Large
Cap Index.</R>
H. <R>Small-Capitalization Company - a company not included in the Russell 1000
®
Index or the Russell Global ex-U.S. Large
Cap Index that is not a Micro-Capitalization Company.</R>
I. Micro-Capitalization Company - a company with a market capitalization under US $300 million.
J. Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an equity
award plan on a regular basis.
III. Directors
A. Incumbent Directors
FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of all
directors or directors on responsible committees if:
1. An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as set
forth below.
With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if all of
the following conditions are met when a Poison Pill is introduced, extended, or adopted:
a. The Poison Pill includes a Sunset Provision of less than five years;
b. The Poison Pill includes a Permitted Bid Feature;
c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and
d. Shareholder approval is required to reinstate the Poison Pill upon expiration.
FMR will also consider not withholding authority on the election of directors when one or more of the conditions above are
not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above conditions noted a.
and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action prior to the next annual
shareholder meeting, FMR will withhold authority on the election of directors.
2. The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position
of up to 20% of a company's total voting securities and of any class of voting securities.
3. Within the last year and without shareholder approval, a company's board of directors or compensation committee has
repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.
4. <R>Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account
such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction period was less than three years for non-performance-based awards, and less than one year for performance-based awards;
(iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the company
has adopted or extended a Golden Parachute without shareholder approval.</R>
5. To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform
to the Guidelines and the company has failed to act on that commitment.
6. The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on which the
director served during the company's prior fiscal year, absent extenuating circumstances.
7. The board is not composed of a majority of independent directors.
B. Indemnification
FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or
limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management or the
proposal is accompanied by Anti-Takeover Provisions.
C. Independent Chairperson
FMR will generally vote against shareholder proposals calling for or recommending the appointment of a non-executive or
independent chairperson. However, FMR will consider voting for such proposals in limited cases if, based upon particular
facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of
shareholders and to promote effective oversight of management by the board of directors.
D. Majority Director Elections
FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes cast in a
board election, provided that the proposal allows for plurality voting standard in the case of contested elections (i.e., where
there are more nominees than board seats). FMR may consider voting against such shareholder proposals where a company's board has adopted an alternative measure, such as a director resignation policy, that provides a meaningful alternative
to the majority voting standard and appropriately addresses situations where an incumbent director fails to receive the support of a majority of the votes cast in an uncontested election.
IV. Compensation
A. Executive Compensation
1. Advisory votes on executive compensation
a. FMR will generally vote for proposals to ratify executive compensation unless such compensation appears misaligned
with shareholder interests or otherwise problematic, taking into account such factors as, among other things, (i)
whether the company has an independent compensation committee; (ii) whether the compensation committee engaged
independent compensation consultants; (iii) whether, in the case of stock awards, the restriction period was less than
three years for non-performance-based awards, and less than one year for performance-based awards; (iv) whether the
compensation committee has lapsed or waived equity vesting restriction; and (v) whether the company has adopted or
extended a Golden Parachute without shareholder approval.
b. FMR will generally vote against proposals to ratify Golden Parachutes.
2. Frequency of advisory vote on executive compensation
FMR will generally support annual advisory votes on executive compensation.
B. Equity award plans (including stock options, restricted stock awards, and other stock awards).
FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:
1. (a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for a
Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.
2. In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of
grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in
lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has
repriced options outstanding under the plan in the past two years without shareholder approval.
3. The plan includes an Evergreen Provision.
4. The plan provides for the acceleration of vesting of equity awards even though an actual change in control may not
occur.
C. Equity Exchanges and Repricing
FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding options if
the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into account such
factors as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent with
the interests of shareholders.
D. Employee Stock Purchase Plans
FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.
E. Employee Stock Ownership Plans (ESOPs)
FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state
of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of the
purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately upon change in
control.
F. Bonus Plans and Tax Deductibility Proposals
FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order to
qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan includes well
defined and appropriate performance criteria, and with respect to any cash component, that the maximum award per
participant is clearly stated and is not unreasonable or excessive.
V. Anti-Takeover Provisions
FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:
A. The Poison Pill includes the following features:
1. A Sunset Provision of no greater than five years;
2. Linked to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a Permitted Bid Feature; and
5. Allows the Fidelity Funds to hold an aggregate position of up to 20% of a company's total voting securities and of any
class of voting securities.
B. An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or
C. It is a fair price amendment that considers a two-year price history or less.
FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:
D. In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's
Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any
time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to
vote for the election of directors.
E. In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.
F. In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least 25% of
the outstanding stock request that the company establish a record date determining which shareholders are entitled to act
and that consents be solicited from all shareholders.
VI. Capital Structure/Incorporation
A. Increases in Common Stock
FMR will generally vote against a provision to increase a company's common stock if such increase will result in a total
number of authorized shares greater than three times the current number of outstanding and scheduled to be issued shares,
including stock options, except in the case of real estate investment trusts, where an increase that will result in a total
number of authorized shares up to five times the current number of outstanding and scheduled to be issued shares is
generally acceptable.
B. New Classes of Shares
FMR will generally vote against the introduction of new classes of stock with differential voting rights.
C. Cumulative Voting Rights
FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.
D. Acquisition or Business Combination Statutes
FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that
enable the company to opt out of the control shares acquisition or business combination statutes.
E. Incorporation or Reincorporation in Another State or Country
FMR will generally vote for management proposals calling for, or recommending that, a portfolio company reincorporate in
another state or country if, on balance, the economic and corporate governance factors in the proposed jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing documents. FMR will consider supporting such shareholder proposals in limited cases if, based upon particular facts and circumstances, remaining incorporated in
the current jurisdiction appears misaligned with shareholder interests.
VII. Shares of Investment Companies
A. When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF), or
non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund or class
("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.
B. Certain Fidelity Funds may invest in shares of underlying Fidelity Funds, which are held exclusively by Fidelity Funds or
accounts managed by an FMR or an affiliate. FMR will generally vote in favor of proposals recommended by the underlying funds' Board of Trustees.
VIII. Other
A. Voting Process
FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.
B. Regulated Industries
Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of such
organization.
To view a fund's proxy voting record for the most recent 12-month period ended June 30, visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
DISTRIBUTION
SERVICES
For purposes of the following "Distribution Services" discussion, the term "shares" (as it relates to the funds) means the one class of shares
of a fund offered through the prospectus to which this SAI relates.
Each fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 100 Salem
Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the
Financial Industry Regulatory Authority, Inc. The distribution agreements call for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the funds, which are continuously offered at NAV. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.
The Trustees have approved Distribution and Service Plans with respect to shares of each fund (the Plans) pursuant to Rule 12b-1 under the
1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plans,
as approved by the Trustees, allow shares of the funds and FMR to incur certain expenses that might be considered to constitute indirect payment by the funds of distribution expenses.
<R>Under each Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. Each Plan specifically recognizes that FMR may use its management fee revenue, as
well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the
sale of shares of Fidelity Balanced Fund, Fidelity Export and Multinational Fund, and Fidelity Puritan Fund and/or shareholder support services. In addition, each Plan provides that FMR, directly or through FDC, may pay significant amounts to intermediaries that provide those
services. Currently, the Board of Trustees has authorized such payments for shares of Fidelity Balanced Fund, Fidelity Export and Multinational Fund, and Fidelity Puritan Fund.</R>
Prior to approving each Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and determined that there is a reasonable likelihood that the Plan will benefit the fund or class, as applicable, and its shareholders. In particular, the
Trustees noted that each Plan does not authorize payments by shares of the fund other than those made to FMR under its management contract
with the fund. To the extent that each Plan gives FMR and FDC greater flexibility in connection with the distribution of shares of the fund,
additional sales of shares of the fund or stabilization of cash flows may result. Furthermore, certain shareholder support services may be provided more effectively under the Plans by local entities with whom shareholders have other relationships.
FDC or an affiliate may compensate, or upon direction make payments for certain retirement plan expenses to, intermediaries, including
retirement plan sponsors, administrators, and service-providers (including affiliates of FDC). A number of factors are considered in determining whether to pay these additional amounts. Such factors may include, without limitation, the level or type of services provided by the intermediary, the level or expected level of assets or sales of shares, and other factors. In addition to such payments, FDC or an affiliate may offer
other incentives such as sponsorship of educational or client seminars relating to current products and issues, payments or reimbursements for
travel and related expenses associated with due diligence trips that an intermediary may undertake in order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated with attendance at seminars, including travel, lodging,
entertainment, and meals. Certain of the payments described above may be significant to an intermediary. As permitted by SEC and Financial
Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay or allow other incentives or payments to intermediaries.
A fund's transfer agent or an affiliate may also make payments and reimbursements from its own resources to certain intermediaries (who
may be affiliated with the transfer agent) for providing recordkeeping and administrative services to plan participants or for providing other
services to retirement plans. Please see "Transfer and Service Agent Agreements" in this SAI for more information.
FDC or an affiliate may also make payments to banks, broker-dealers and other service-providers (who may be affiliated with FDC) for
distribution-related activities and/or shareholder services. If you have purchased shares of a fund through an investment professional, please
speak with your investment professional to learn more about any payments his or her firm may receive from FMR, FDC, and/or their affiliates,
as well as fees and/or commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time of purchase.
Any of the payments described in this section may represent a premium over payments made by other fund families. Investment professionals may have an added incentive to sell or recommend a fund over others offered by competing fund families, or retirement plan sponsors
may take these payments into account when deciding whether to include a fund as a plan investment option.
TRANSFER
AND
SERVICE AGENT AGREEMENTS
For purposes of the following "Transfer and Service Agent Agreements" discussion, the term "shares" (as it relates to the funds) means the
one class of shares of a fund offered through the prospectus to which this SAI relates.
<R>Each fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an
affiliate of FMR, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of the agreements, FIIOC (or an agent,
including an affiliate) performs transfer agency services for shares of each fund.</R>
<R>For providing transfer agency services, FIIOC receives a position fee and an asset-based fee with respect to each position in a fund. For
retail accounts, these fees are based on fund type. For certain institutional accounts, these fees are based on size of position and fund type. For
institutional retirement accounts, these fees are based on account type and fund type. The position fee is billed monthly on a pro rata basis at
one-twelfth of the applicable annual rate as of the end of each calendar month. The asset-based fee is calculated and paid monthly on the basis
of average daily net assets of a fund or class, as applicable. The position fees are subject to increase based on postage rate changes.</R>
The asset-based fees are subject to adjustment in any month in which the total return of the S&P 500 Index exceeds a positive or negative
15% from a pre-established base value.
FIIOC also may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances,
maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research.
In addition, FIIOC receives the pro rata portion of the transfer agency fees applicable to shareholder accounts in a qualified tuition program
(QTP), as defined under the Small Business Job Protection Act of 1996, managed by FMR or an affiliate and in certain funds of funds managed
by an FMR affiliate, according to the percentage of the QTP's, or a fund of funds' assets that is invested in a fund.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports,
notices, and statements to existing shareholders, with the exception of proxy statements.
Many fund shares are owned by intermediaries for the benefit of their customers. Since a fund often does not maintain an account for
shareholders in those instances, some or all of the recordkeeping services for these accounts may be performed by third parties. FIIOC or an
affiliate may make payments to intermediaries (including affiliates of FIIOC) for recordkeeping and other services.
Retirement plans may also hold fund shares in the name of the plan or its trustee, rather than the plan participant. In situations where FIIOC
or an affiliate does not provide recordkeeping services, plan recordkeepers, who may have affiliated financial intermediaries who sell shares of
the funds, may, upon direction, be paid for providing recordkeeping services to plan participants. Payments may also be made, upon direction,
for other plan expenses. FIIOC may also pay an affiliate for providing services that otherwise would have been performed by FIIOC.
In certain situations where FIIOC or an affiliate provides recordkeeping services to a retirement plan, payments may be made to pay for
plan expenses. The amount of such payments may be based on investments in particular Fidelity funds, or may be fixed for a given period of
time. Upon direction, payments may be made to plan sponsors, or at the direction of plan sponsors, third parties, for expenses incurred in
connection with the plan. FIIOC may also pay an affiliate for providing services that otherwise would have been performed by FIIOC.
<R>Each fund has entered into a service agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR (or an agent,
including an affiliate). Each fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements, FSC calculates the NAV and dividends for shares of each fund, maintains each fund's portfolio and general accounting records, and
administers each fund's securities lending program.</R>
For providing pricing and bookkeeping services, FSC receives a monthly fee based on each fund's average daily net assets throughout the
month.
The annual rates for pricing and bookkeeping services for Fidelity Export and Multinational Fund are 0.0389% of the first $500 million of
average net assets, 0.0275% of average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between $3.5 billion
and $25 billion, and 0.0019% of average net assets in excess of $25 billion.
The annual rates for pricing and bookkeeping services for Fidelity Balanced Fund and Fidelity Puritan Fund are 0.0492% of the first $500
million of average net assets, 0.0353% of average net assets between $500 million and $3.5 billion, 0.0041% of average net assets between
$3.5 billion and $25 billion, and 0.0019% of average net assets in excess of $25 billion.
For administering each fund's securities lending program, FSC is paid based on the number and duration of individual securities loans.
Pricing and bookkeeping fees paid by each fund to FSC for the past three fiscal years are shown in the following table.
<R>
Fund
|
2013
|
2012
|
2011</R>
|
<R>Fidelity Balanced Fund
|
$ 2,051,362
|
$ 1,981,349
|
$ 2,015,849</R>
|
<R>Fidelity Export and Multinational Fund
|
$ 596,370
|
$ 623,581
|
$ 771,703</R>
|
<R>Fidelity Puritan Fund
|
$ 2,003,750
|
$ 1,939,966
|
$ 1,957,924</R>
|
Payments made by each fund to FSC for securities lending for the past three fiscal years are shown in the following table.
<R>
Fund
|
2013
|
2012
|
2011</R>
|
<R>Fidelity Balanced Fund
|
$ 16,394
|
$ 14,123
|
$ 33,210</R>
|
<R>Fidelity Export and Multinational Fund
|
$ 6,584
|
$ 3,937
|
$ 3,998</R>
|
<R>Fidelity Puritan Fund
|
$ 17,329
|
$ 10,442
|
$ 23,903</R>
|
DESCRIPTION
OF
THE TRUSTS
<R>
Trust Organization.
Fidelity Balanced Fund and Fidelity Puritan Fund are funds of Fidelity Puritan Trust, an open-end management
investment company created under an initial declaration of trust dated October 1, 1984. Fidelity Export and Multinational Fund is a fund of
Fidelity Summer Street Trust, an open-end management investment company created under an initial declaration of trust dated March 23,
1977. Currently, there are five funds offered in Fidelity Puritan Trust: Fidelity Balanced Fund, Fidelity Low-Priced Stock Fund, Fidelity Puritan Fund, Fidelity Series Intrinsic Opportunities Fund and Fidelity Value Discovery Fund. Currently, there are nine funds offered in Fidelity
Summer Street Trust: Fidelity Capital & Income Fund, Fidelity Export and Multinational Fund, Fidelity Focused High Income Fund, Fidelity
Global High Income Fund, Fidelity High Income Fund, Fidelity New Markets Income Fund, Fidelity Series Floating Rate High Income Fund,
Fidelity Series High Income Fund, and Fidelity Short Duration High Income Fund. The Trustees are permitted to create additional funds in the
trusts and to create additional classes of the funds.</R>
<R>The assets of each trust received for the issue or sale of shares of each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each
fund in a trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may be allocated to
a particular class. Any general expenses of the respective trusts shall be allocated between or among any one or more of its funds or classes.
</R>
Shareholder Liability.
Each trust is an entity commonly known as a "Massachusetts business trust." Under Massachusetts law, shareholders of such a trust may, under certain circumstances, be held personally liable for the obligations of the trust.
Each Declaration of Trust contains an express disclaimer of shareholder liability for the debts, liabilities, obligations, and expenses of the
trust or fund. Each Declaration of Trust provides that the trust shall not have any claim against shareholders except for the payment of the
purchase price of shares and requires that each agreement, obligation, or instrument entered into or executed by the trust or the Trustees relating
to the trust or to a fund shall include a provision limiting the obligations created thereby to the trust or to one or more funds and its or their assets.
Each Declaration of Trust further provides that shareholders of a fund shall not have a claim on or right to any assets belonging to any other
fund.
Each Declaration of Trust provides for indemnification out of each fund's property of any shareholder or former shareholder held personally liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason. Each Declaration of Trust also provides that each fund shall, upon request, assume the defense of any claim
made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to circumstances in which a fund itself would be unable to meet its obligations. FMR
believes that, in view of the above, the risk of personal liability to shareholders is remote. Claims asserted against one class of shares may
subject holders of another class of shares to certain liabilities.
<R>
Voting Rights.
Each fund's capital consists of shares of beneficial interest. Shareholders are entitled to one vote for each dollar of net
asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate, by
fund, and by class.</R>
The shares have no preemptive rights. Shares are fully paid and nonassessable, except as set forth under the heading "Shareholder Liability" above.
Each trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment
company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge, or sell all or
a portion of the assets of each trust or a fund or a class without prior shareholder approval. In the event of the dissolution or liquidation of a trust,
shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the underlying assets of the fund or class
available for distribution.
Custodians.
JPMorgan Chase Bank, 270 Park Avenue, New York, New York, is custodian of the assets of Fidelity Puritan Fund. The
Northern Trust Company, 50 South LaSalle Street, Chicago, Illinois, is custodian of the assets of Fidelity Export and Multinational Fund. Citibank, N.A., 111 Wall Street, New York, New York, is custodian of the assets of Fidelity Balanced Fund. Each custodian is responsible for the
safekeeping of a fund's assets and the appointment of any subcustodian banks and clearing agencies. JPMorgan Chase Bank, headquartered in
New York, also may serve as a special purpose custodian of certain assets of Fidelity Balanced Fund and Fidelity Export and Multinational
Fund in connection with repurchase agreement transactions. The Bank of New York Mellon, headquartered in New York, also may serve as a
special purpose custodian of certain assets in connection with repurchase agreement transactions. From time to time, subject to approval by a
fund's Treasurer, each fund may enter into escrow arrangements with other banks if necessary to participate in certain investment offerings.
<R>FMR, its officers and directors, its affiliated companies, Member of the Advisory Board, and Members of the Board of Trustees may,
from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of each fund's adviser, the terms
and conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.</R>
Independent Registered Public Accounting Firm.
PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts, independent
registered public accounting firm, audits financial statements for each fund and provides other audit, tax, and related services.
FUND
HOLDINGS
INFORMATION
Each fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer
guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure
Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving a fund's best interests by striking an appropriate balance between providing information about a fund's portfolio and protecting a fund from potentially harmful disclosure.
The Board reviews the administration and modification of these guidelines and receives reports from the funds' chief compliance officer periodically.
Each fund will provide a full list of holdings, including its top ten holdings, monthly on www.fidelity.com 30 days after the month-end
(excluding high income security holdings, which generally will be presented collectively monthly and included in a list of full holdings 60 days
after its fiscal quarter-end).
Each fund will provide its top ten holdings (excluding cash and futures) as of the end of the calendar quarter on Fidelity's web site 15 or
more days after the calendar quarter-end.
Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.
A fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance
attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of the press,
consultants, and ratings and ranking organizations.
The Use of Holdings In Connection With Fund Operations.
Material non-public holdings information may be provided as part of the
activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund, are
required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not misuse
the disclosed information. These entities, parties, and persons include, but are not limited to: a fund's trustees; a fund's manager, its sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of funds);
contractors who are subject to a confidentiality agreement; a fund's auditors; a fund's custodians; proxy voting service providers; financial
printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids on
one or more securities; securities lending agents; counsel to a fund or its Independent Trustees; regulatory authorities; stock exchanges and
other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third
parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may
also be provided to an issuer regarding the number or percentage of its shares that are owned by a fund and in connection with redemptions in
kind.
Other Uses Of Holdings Information.
In addition, each fund may provide material non-public holdings information to (i) third parties
that calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and (iii) an investment
adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving a fund. Each
individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that, based on the specific facts and
circumstances, the disclosure appears unlikely to be harmful to a fund. Entities receiving this information must have in place control mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the information to effect trading or for their personal benefit, and (c) the nature and type of information that they, in turn, may disclose to third parties is
limited. FMR relies primarily on the existence of non-disclosure agreements and/or control mechanisms when determining that disclosure is
not likely to be harmful to a fund.
<R>At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous Friday),
generally 5 business days thereafter); DocuLynx Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and certain affiliates
(full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next business day).</R>
<R>FMR, its affiliates, or the funds will not enter into any arrangements with third parties from which they derive consideration for the
disclosure of material non-public holdings information. If, in the future, such an arrangement is desired, prior Board approval would be sought
and any such arrangements would be disclosed in the funds' SAI.</R>
There can be no assurance that the funds' policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.
FINANCIAL
STATEMENTS
<R>Each fund's financial statements and financial highlights for the fiscal year ended August 31, 2013, and report of the independent
registered public accounting firm, are included in the fund's annual report and are incorporated herein by reference. Total annual operating
expenses as shown in the prospectus fee table may differ from the ratios of expenses to average net assets in the financial highlights because
total annual operating expenses as shown in the prospectus fee table include any acquired fund fees and expenses, whereas the ratios of expenses in the financial highlights do not, except to the extent any acquired fund fees and expenses relate to an entity, such as a wholly-owned
subsidiary, with which a fund's financial statements are consolidated. Acquired funds include other investment companies (such as central
funds or other underlying funds) in which a fund has invested, if and to the extent it is permitted to do so. Total annual operating expenses in the
prospectus fee table and the financial highlights do not include any expenses associated with investments in certain structured or synthetic
products that may rely on the exception from the definition of "investment company" provided by section 3(c)(1) or 3(c)(7) of the 1940
Act.</R>
APPENDIX
<R>Fidelity, Puritan, and Fidelity Investments & Pyramid Design are registered service marks of FMR LLC. © 2013 FMR LLC. All rights
reserved.</R>
The third-party marks appearing above are the marks of their respective owners.
Fidelity
®
Balanced Fund Class K (FBAKX) and Fidelity
®
Puritan
®
Fund Class K (FPUKX)
Funds of Fidelity Puritan Trust
Fidelity Export and Multinational Fund Class K (FEXKX)
A Fund of Fidelity Summer Street Trust
STATEMENT OF ADDITIONAL INFORMATION
<R>
October 30, 2013
</R>
This statement of additional information (SAI) is not a prospectus. Portions of each fund's annual report are
incorporated herein. The annual reports are supplied with this SAI.
<R>To obtain a free additional copy of a prospectus or SAI, dated October 30, 2013, or an annual report, please
call Fidelity at 1-800-835-5092 or visit Fidelity's web site at www.401k.com.</R>
For more information on any Fidelity fund, including charges and expenses, call Fidelity at the number
indicated above for a free prospectus. Read it carefully before investing or sending money.
<R>K-COM8-PTB-1013
1.863633.107</R>
<R>
</R>
TABLE OF CONTENTS
INVESTMENT
POLICIES
AND LIMITATIONS
The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy
or limitation states a maximum percentage of a fund's assets that may be invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such
security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.
A fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.
The following are each fund's fundamental investment limitations set forth in their entirety.
Diversification
For each fund:
The fund may not with respect to 75% of the fund's total assets, purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if, as a result, (a)
more than 5% of the fund's total assets would be invested in the securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.
Senior Securities
For each fund:
The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.
Borrowing
For each fund:
The fund may not borrow money, except that the fund may borrow money for temporary or emergency purposes (not for leveraging or
investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings).
Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.
Underwriting
For each fund:
The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the
meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.
Concentration
For each fund (other than Fidelity
®
Export and Multinational Fund):
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.
<R>For purposes of each of Fidelity
®
Balanced Fund's and Fidelity
®
Puritan
®
Fund's concentration limitation discussed above,
with respect to any investment in repurchase agreements collateralized by U.S. Government securities, Fidelity Management & Research Company (FMR) looks through to the U.S. Government securities.</R>
<R>For purposes of each of Fidelity Balanced Fund's and Fidelity
®
Puritan
®
Fund's concentration limitation discussed above,
with respect to any investment in Fidelity Money Market Central Fund and/or any non-money market central fund, FMR looks
through to the holdings of the central fund.</R>
<R>For purposes of each of Fidelity Balanced Fund's and Fidelity Puritan Fund's concentration limitation discussed above, FMR
may analyze the characteristics of a particular issuer and security and assign an industry or sector classification consistent with those
characteristics in the event that the third-party classification provider used by FMR does not assign a classification.</R>
For Fidelity Export and Multinational Fund:
The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or securities of other investment companies) if, as a result, more than 25% of the fund's total assets would be
invested in the securities of companies whose principal business activities are in the same industry.
<R>For purposes of the fund's concentration limitation discussed above, with respect to any investment in repurchase agreements collateralized by U.S. Government securities, FMR looks through to the U.S. Government securities.</R>
For purposes of the fund's concentration limitation discussed above, FMR may analyze the characteristics of a particular issuer
and security and assign an industry or sector classification consistent with those characteristics in the event that the third-party classification provider used by FMR does not assign a classification.
Real Estate
For each fund:
The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate
business).
Commodities
For each fund:
The fund may not purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments (but
this shall not prevent the fund from purchasing or selling options and futures contracts or from investing in securities or other instruments
backed by physical commodities).
Loans
For each fund:
The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other
parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.
Pooled Funds
For each fund:
The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the
fund.
The following investment limitations are not fundamental and may be changed without shareholder approval.
Short Sales
For each fund (other than Fidelity Export and Multinational Fund):
The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, except for sales of to be announced (TBA) securities, and provided that transactions in futures contracts,
options, and swaps are not deemed to constitute selling securities short.
For Fidelity Export and Multinational Fund:
The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.
Margin Purchases
For each fund:
The fund does not currently intend to purchase securities on margin, except that the fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments in connection with futures contracts and options on futures contracts shall not constitute purchasing securities on margin.
Borrowing
For each fund:
The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate
serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party (reverse repurchase agreements are treated
as borrowings for purposes of the fundamental borrowing investment limitation).
Illiquid Securities
For each fund:
The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed
of in the ordinary course of business at approximately the prices at which they are valued.
For purposes of each fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.
Loans
For Fidelity Balanced Fund and Fidelity Puritan Fund:
The fund does not currently intend to lend assets other than securities to other parties, except by (a) making direct loans to companies in
which the fund has a pre-existing investment (b) lending money (up to 15% of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser or (c) assuming any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to
repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.)
For Fidelity Export and Multinational Fund:
The fund does not currently intend to lend assets other than securities to other parties, except by (a) lending money (up to 15% of the
fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) assuming
any unfunded commitments in connection with the acquisition of loans, loan participations, or other forms of debt instruments. (This limitation does not apply to purchases of debt securities, to repurchase agreements, or to acquisitions of loans, loan participations or other forms of
debt instruments.)
Pooled Funds
For each fund:
The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and limitations as the fund.
In addition to each fund's fundamental and non-fundamental investment limitations discussed above:
<R>For a fund's limitations on futures and options transactions, see the section entitled "Futures, Options, and Swaps" on page
(Click
Here).<
/R>
For purposes of a fund's policy to invest at least 25% of its total assets in fixed-income senior securities, FMR interprets "total assets" to
exclude collateral received for securities lending transactions and treats investment-grade debt securities, lower-quality debt securities, and
preferred stock as "fixed-income senior securities."
The following pages contain more detailed information about types of instruments in which a fund may invest, techniques a fund's adviser
(or a sub-adviser) may employ in pursuit of the fund's investment objective, and a summary of related risks. A fund's adviser (or a sub-adviser)
may not buy all of these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its goal. However, a
fund's adviser (or a sub-adviser) is not required to buy any particular instrument or use any particular technique even if to do so might benefit
the fund.
On the following pages in this section titled "Investment Policies and Limitations," and except as otherwise indicated, references to "an
adviser" or "the adviser" may relate to a fund's adviser or a sub-adviser, as applicable.
Affiliated Bank Transactions.
A Fidelity fund may engage in transactions with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings.
In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.
Asset-Backed Securities
represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including
changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the
pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to
prepayment risk.
Borrowing.
If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund makes
additional investments while borrowings are outstanding, this may be considered a form of leverage.
Cash Management.
A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase
agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only) shares of Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.
<R>
Central Funds
are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients.
Central funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain costs
related to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of
the portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those funds.</R>
<R>
Commodity Futures Trading Commission (CFTC) Notice of Exclusion.
Each trust, on behalf of the Fidelity funds to which this SAI
relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool operator"
(CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to each fund's operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO. However, the CFTC has
adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may subject advisers to funds to regulation by the CFTC. As of the date of this SAI, the adviser does not expect to register as a CPO of the funds. However, there is no certainty that a fund
or its adviser will be able to rely on an exclusion in the future as the fund's investments change over time. A fund may determine not to use
investment strategies that trigger additional CFTC regulation or may determine to operate subject to CFTC regulation, if applicable. If a fund or its
adviser operates subject to CFTC regulation, it may incur additional expenses.</R>
Common Stock
represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock, although related proceedings can take time to resolve and results can be unpredictable.
Convertible Securities
are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the issuer)
into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible security may
also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price)
established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be required to tender it for
redemption, convert it into the underlying common stock, or sell it to a third party.
Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide yields
higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be received upon
conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in
the value of the underlying common stocks and interest rates. When the underlying common stocks decline in value, convertible securities will
tend not to decline to the same extent because of the interest or dividend payments and the repayment of principal at maturity for certain types
of convertible securities. However, securities that are convertible other than at the option of the holder generally do not limit the potential for
loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of
convertible securities may also be expected to increase. At the same time, however, the difference between the market value of convertible
securities and their conversion value will narrow, which means that the value of convertible securities will generally not increase to the same
extent as the value of the underlying common stocks. Because convertible securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible securities are also subject to credit risk, and are often lower-quality
securities.
Debt Securities
are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay
the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay interest but are sold at
a deep discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, and mortgage
and other asset-backed securities.
<R>
Exchange Traded Funds (ETFs)
are shares of other investment companies, commodity pools, or other entities that are traded on an
exchange. Typically, assets underlying the ETF shares are stocks, though they may also be commodities or other instruments. An ETF may
seek to replicate the performance of a specified index or may be actively managed.</R>
Typically, ETF shares are expected to increase in value as the value of the underlying benchmark increases. However, in the case of inverse
ETFs (also called "short ETFs" or "bear ETFs"), ETF shares are expected to increase in value as the value of the underlying benchmark decreases. Inverse ETFs seek to deliver the opposite of the performance of the benchmark they track and are often marketed as a way for investors
to profit from, or at least hedge their exposure to, downward moving markets. Investments in inverse ETFs are similar to holding short positions in the underlying benchmark.
ETF shares are redeemable only in large blocks (typically, 50,000 shares) often called "creation units" by persons other than a fund, and are
redeemed principally in-kind at each day's next calculated net asset value per share (NAV). ETFs typically incur fees that are separate from those
fees incurred directly by a fund. A fund's purchase of ETFs results in the layering of expenses, such that the fund would indirectly bear a proportionate share of any ETF's operating expenses. Further, while traditional investment companies are continuously offered at NAV, ETFs are traded
in the secondary market (
e.g.,
on a stock exchange) on an intra-day basis at prices that may be above or below the value of their underlying
portfolios.
Some of the risks of investing in an ETF that tracks an index are similar to those of investing in an indexed mutual fund, including tracking
error risk (the risk of errors in matching the ETF's underlying assets to the index or other benchmark); and the risk that because an ETF is not
actively managed, it cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Other ETF risks include
the risk that ETFs may trade in the secondary market at a discount from their NAV and the risk that the ETFs may not be liquid. ETFs also may
be leveraged. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they track and use derivatives in an
effort to amplify the returns (or decline, in the case of inverse ETFs) of the underlying index or benchmark. While leveraged ETFs may offer
the potential for greater return, the potential for loss and the speed at which losses can be realized also are greater. Most leveraged and inverse
ETFs "reset" daily, meaning they are designed to achieve their stated objectives on a daily basis. Leveraged and inverse ETFs can deviate
substantially from the performance of their underlying benchmark over longer periods of time, particularly in volatile periods.
Exchange Traded Notes (ETNs)
are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines aspects of both bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset minus fees and
expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held
until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or other reference asset to
which the ETN is linked minus certain fees. Unlike regular bonds, ETNs typically do not make periodic interest payments and principal typically is not protected.
<R>ETNs also incur certain expenses not incurred by their applicable index. The market value of an ETN is determined by supply and
demand, the current performance of the index or other reference asset, and the credit rating of the ETN issuer. The market value of ETN shares
may differ from their intraday indicative value. The value of an ETN may also change due to a change in the issuer's credit rating. As a result,
there may be times when an ETN's share trades at a premium or discount to its NAV. Some ETNs that use leverage in an effort to amplify the
returns of an underlying index or other reference asset can, at times, be relatively illiquid and, thus, they may be difficult to purchase or sell at a
fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which losses can be realized also are
greater.</R>
Exposure to Foreign and Emerging Markets.
Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.
<R>Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or
adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate
assets or convert currency into U.S. dollars, or other government intervention. From time to time, a fund's adviser and/or its affiliates may
determine that, as a result of regulatory requirements that may apply to the adviser and/or its affiliates due to investments in a particular country,
investments in the securities of issuers domiciled or listed on trading markets in that country above certain thresholds (which may apply at the
account level or in the aggregate across all accounts managed by the adviser and its affiliates) may be impractical or undesirable. In such
instances, the adviser may limit or exclude investment in a particular issuer, and investment flexibility may be restricted. Additionally, governmental issuers of foreign debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for
payment be renegotiated. There is no assurance that a fund's adviser will be able to anticipate these potential events or counter their effects. In
addition, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the U.S. dollar.</R>
It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in over-the-counter (OTC)
markets located outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S.
issuers. Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be
released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased investment or valuation
risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities depository, or
foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than with U.S. investments.
Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform accounting,
auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding corporate actions on a
timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges, brokers, and listed companies
than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal
rights in foreign countries.
Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such
restrictions.
American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust by a custodian
bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However, ADRs continue to be subject to
many of the risks associated with investing directly in foreign securities. These risks include foreign exchange risk as well as the political and
economic risks of the underlying issuer's country.
The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established markets and
economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks of nationalization
of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less protection of property rights
than more developed countries. The economies of countries with emerging markets may be based on only a few industries, may be highly
vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making
prompt liquidation of holdings difficult or impossible at times.
Foreign Currency Transactions.
A fund may conduct foreign currency transactions on a spot (
i.e.,
cash) or forward basis (
i.e.,
by entering
into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer
may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty desire to resell that currency to
the dealer. Forward contracts are customized transactions that require a specific amount of a currency to be delivered at a specific exchange rate
on a specific date or range of dates in the future. Forward contracts are generally traded in an interbank market directly between currency
traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract
before its maturity, or may hold the contract to maturity and complete the contemplated currency exchange.
The following discussion summarizes the principal currency management strategies involving forward contracts that could be used by a
fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for the same
purposes. Forward contracts not calling for physical delivery of the underlying instrument will be settled through cash payments rather than
through delivery of the underlying currency. All of these instruments and transactions are subject to the risk that the counterparty will default.
A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the
date a security denominated in a foreign currency is purchased or sold and the date on which payment is made or received. Entering into a
forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction for a fixed amount of
U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency may also be used to protect a
fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the specific investments have not yet
been selected.
A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in a foreign currency.
For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in return
for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge," would tend
to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. A fund could
also attempt to hedge the position by selling another currency expected to perform similarly to the pound sterling. This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally would not hedge currency
exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency used to hedge does not perform
similarly to the currency in which the hedged securities are denominated.
A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting exposure
from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a
"cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased,
much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated in another. A fund may
cross-hedge its U.S. dollar exposure in order to achieve a representative weighted mix of the major currencies in its benchmark index and/or to
cover an underweight country or region exposure in its portfolio. Cross-hedges protect against losses resulting from a decline in the hedged
currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it purchases.
Successful use of currency management strategies will depend on an adviser's skill in analyzing currency values. Currency management
strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to a fund if
currencies do not perform as an adviser anticipates. For example, if a currency's value rose at a time when a fund had hedged its position by
selling that currency in exchange for dollars, the fund would not participate in the currency's appreciation. If a fund hedges currency exposure
through proxy hedges, the fund could realize currency losses from both the hedge and the security position if the two currencies do not move in
tandem. Similarly, if a fund increases its exposure to a foreign currency and that currency's value declines, the fund will realize a loss. Foreign
currency transactions involve the risk that anticipated currency movements will not be accurately predicted and that a fund's hedging strategies
will be ineffective. Moreover, it is impossible to precisely forecast the market value of portfolio securities at the expiration of a foreign currency
forward contract. Accordingly, a fund may be required to buy or sell additional currency on the spot market (and bear the expenses of such
transaction), if an adviser's predictions regarding the movement of foreign currency or securities markets prove inaccurate.
A fund may be required to limit its hedging transactions in foreign currency forwards, futures, and options in order to maintain its classification as a "regulated investment company" under the Internal Revenue Code (Code). Hedging transactions could result in the application of the
mark-to-market provisions of the Code, which may cause an increase (or decrease) in the amount of taxable dividends paid by a fund and could
affect whether dividends paid by a fund are classified as capital gains or ordinary income. A fund will cover its exposure to foreign currency
transactions with liquid assets in compliance with applicable requirements. There is no assurance that an adviser's use of currency management strategies will be advantageous to a fund or that it will employ currency management strategies at appropriate times.
Options and Futures Relating to Foreign Currencies.
Currency futures contracts are similar to forward currency exchange contracts,
except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most
currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a currency call obtains
the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options and futures relating to securities or indexes, as discussed below. A
fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to different
foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or forward
contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors that affect the
value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in the Yen, but will not
protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over time.
Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of the fund to reduce
foreign currency risk using such options.
Funds' Rights as Investors.
Fidelity funds do not intend to direct or administer the day-to-day operations of any company. A fund may,
however, exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to a company's management, board of directors, and shareholders, and holders of a company's other securities when such matters could have a significant effect on the
value of the fund's investment in the company. The activities in which a fund may engage, either individually or in conjunction with others,
may include, among others, supporting or opposing proposed changes in a company's corporate structure or business activities; seeking
changes in a company's directors or management; seeking changes in a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting the filing of a bankruptcy petition; or
foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to litigation and it is possible that a fund could
be involved in lawsuits related to such activities. Such activities will be monitored with a view to mitigating, to the extent possible, the risk of
litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation
against a fund will not be undertaken or liabilities incurred. The funds' proxy voting guidelines are included in this SAI.
Futures, Options, and Swaps.
The
success
of any strategy involving futures, options, and swaps depends on an adviser's analysis of many
economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts
discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to
exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its portfolio securities
and its investment performance could be primarily dependent upon securities it does not own.
Fidelity Export and Multinational Fund will not: (a) sell futures contracts, purchase put options, or write call options if, as a result, more
than 25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures contracts or write
put options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written put options would
exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option premiums for call
options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached to or acquired or
traded together with their underlying securities, and do not apply to structured notes.
The limitations on the fund's investments in futures contracts, options, and swaps, and the fund's policies regarding futures contracts, options,
and swaps may be changed as regulatory agencies permit.
The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures, options
on futures, and forward contracts.
Futures Contracts.
In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future
date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller enter into the
contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based on commodities or
commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices (including foreign indexes for funds that seek foreign exposure). In addition, some currently available futures contracts are based on Eurodollars. Positions in Eurodollar futures reflect market expectations of forward levels of three-month London Interbank Offered Rate (LIBOR) rates. Futures on indexes
and futures not calling for physical delivery of the underlying instrument will be settled through cash payments rather than through delivery of
the underlying instrument. Futures can be held until their delivery dates, or can be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by closing out its futures contracts.
The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing
futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument, much as if it
had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to
move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend to offset both positive
and negative market price changes, much as if the underlying instrument had been sold.
The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying instrument
or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser and seller are
required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. If
the value of either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in
value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in a fund's
NAV. The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not represent a borrowing or loan by a
fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the fund's contract expired. In the event
of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in
proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is also required to segregate
liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin and variation margin, if any.
Although futures exchanges generally operate similarly in the United States and abroad, foreign futures exchanges may follow trading,
settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United States may not
involve a clearing mechanism or related guarantees and may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member, or other party that may owe initial or variation margin to a fund.
Because initial and variation margin payments may be measured in foreign currency, a futures contract traded outside the United States may
also involve the risk of foreign currency fluctuation.
There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily
price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a
given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into
new positions or close out existing positions. The daily limit governs only price movements during a particular trading day and therefore does
not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example, futures prices have
occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of
positions and subjecting some holders of futures contracts to substantial losses.
If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of
unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its
value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may be heightened for
commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments such as stocks and
bonds.
Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures position will not
track the performance of the fund's other investments.
Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural differences in
how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or sell futures
contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for
differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
futures positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that
are not offset by gains in other investments. In addition, the price of a commodity futures contract can reflect the storage costs associated
with the purchase of the physical commodity.
Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner similar to
the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such futures contracts,
the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the
anticipated spread between the price of the futures contract and the hedged security may be distorted due to differences in the nature of the
markets. The spread also may be distorted by differences in initial and variation margin requirements, the liquidity of such markets and the
participation of speculators in such markets.
Options.
By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument at a
fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium). Options
have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of securities or
commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange or OTC. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is allowed to expire, the
purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying instrument at the strike
price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the underlying instrument or may be
settled through cash payments. A purchaser may also terminate a put option position by closing it out in the secondary market at its current
price, if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss (limited to the
amount of the premium, plus related transaction costs).
The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right (but not
the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts to participate in
potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls. At the
same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to offset the cost of the option.
The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the premium,
the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the option chooses
to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for a put option, however, the writer must continue to be prepared to pay the strike price while
the option is outstanding, regardless of price changes. When writing an option on a futures contract, a fund will be required to make margin
payments to an FCM as described above for futures contracts.
If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the amount of
the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also profit, because it
should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would expect to suffer a loss. This
loss should be less than the loss from purchasing the underlying instrument directly, however, because the premium received for writing the
option should mitigate the effects of the decline.
Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment, as
applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of writing put
options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the option premium, a
call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to deliver the underlying
instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current value is greater, a call writer
gives up some ability to participate in security price increases.
Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to close out
the put or call option on the secondary market may move more or less than the price of the related security.
There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively low
trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges may establish
daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward more
than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible
to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits or otherwise, it
could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or
expiration regardless of changes in its value. As a result, a fund's access to other assets held to cover its options positions could also be impaired.
Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and strike
price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other party to the
option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its needs, OTC options
generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the
exchanges where they are traded.
Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call option on
the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, to
reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to open and close out.
A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap gives a
party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing contract at a
specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will generally incur a
greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap. When a fund purchases
an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However,
when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying
agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the
underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on
the adviser's ability to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."
Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available will
not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers,
maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not
track the performance of the fund's other investments.
Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in
how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may purchase or
sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate
for differences in volatility between the contract and the securities, although this may not be successful in all cases. If price changes in a fund's
options positions are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are
not offset by gains in other investments.
<R>
Swap Agreements.
Swap Agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are
transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a
central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or more
payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or
instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be exchanged between
the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations are computed.</R>
<R>Swap agreements can take many different forms and are known by a variety of names, including interest rate swaps (where the parties
exchange a floating rate for a fixed rate), asset swaps (e.g., where parties combine the purchase or sale of a bond with an interest rate swap), total
return swaps, and credit default swaps. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a
fund's investments and its share price and, if applicable, its yield. Swap agreements are subject to liquidity risk, meaning that a fund may be
unable to sell a swap contract to a third party at a favorable price. Certain standardized swap transactions are currently subject to mandatory
central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap.
However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other
factors, the margin required under the rules of a clearinghouse and by a clearing member FCM may be in excess of the collateral required to be
posted by a fund to support its obligations under a similar uncleared swap. It is expected, however, that regulators will adopt rules imposing
certain margin requirements, including minimums, on uncleared swaps in the near future, which could reduce the distinction.</R>
<R>A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the
market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof)
during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to an
interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use total
return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.</R>
In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default protection
seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified
credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets, each known as the reference
entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are lower-quality debt securities. In an
unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket of issuers or assets or index of assets
without owning the underlying asset or debt issued by the reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps include liquidity, counterparty and operational risk.
<R>Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection seller,
the fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a fund is
the credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller. In the case of a physically
settled credit default swap in which a fund is the protection seller, the fund must be prepared to pay par for and take possession of debt of a
defaulted issuer delivered to the fund by the credit default protection buyer. Any loss would be offset by the premium payments the fund receives as the seller of credit default protection. This risk for cleared swaps is generally lower than for uncleared swaps since the counterparty is
a clearinghouse, but there can be no assurance that a clearinghouse or its members will satisfy its obligations.</R>
If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially
resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap agreements
only with counterparties that meet certain standards of creditworthiness. Although there can be no assurance that a fund will be able to do so, a
fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition, or by entering into an
offsetting swap agreement with the same party or another creditworthy party. A fund may have limited ability to eliminate its exposure under a
credit default swap if the credit of the reference entity or underlying asset has declined.
A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a
swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may be limited
temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an action against the
counterparty.
Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A fund
bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other economic
factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a portfolio
investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment,
which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the risk of loss, they can also
reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund investments. Swaps are complex
and often valued subjectively.
<R>
Hybrid and Preferred Securities.
A hybrid security may be a debt security, warrant, convertible security, certificate of deposit or
other evidence of indebtedness on which the value of the interest on or principal of which is determined by reference to changes in the value of
a reference instrument or financial strength of a reference entity (e.g., a security or other financial instrument, asset, currency, interest rate,
commodity, index, or business entity such as a financial institution). Preferred securities may take the form of preferred stock and represent an
equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of
dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of bonds generally take precedence over the claims
of those who own preferred and common stock.</R>
<R>The risks of investing in hybrid and preferred securities reflect a combination of the risks of investing in securities, options, futures and
currencies. An investment in a hybrid or preferred security may entail significant risks that are not associated with a similar investment in a
traditional debt or equity security. The risks of a particular hybrid or preferred security will depend upon the terms of the instrument, but may
include the possibility of significant changes in the value of any applicable reference instrument. Such risks may depend upon factors unrelated
to the operations or credit quality of the issuer of the hybrid or preferred security. Hybrid and preferred securities are potentially more volatile
and carry greater market and liquidity risks than traditional debt or equity securities. Also, the price of the hybrid or preferred security and any
applicable reference instrument may not move in the same direction or at the same time. In addition, because hybrid and preferred securities
may be traded over-the-counter or in bilateral transactions with the issuer of the security, hybrid and preferred securities may be subject to the
creditworthiness of the counterparty of the security and their values may decline substantially if the counterparty's creditworthiness deteriorates. In addition, uncertainty regarding the tax and regulatory treatment of hybrid and preferred securities may reduce demand for such securities and tax and regulatory considerations may limit the extent of a fund's investments in certain hybrid and preferred securities.</R>
Illiquid Securities
cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.
Difficulty in selling securities may result in a loss or may be costly to a fund.
Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and, through
reports from the fund's adviser, the Board monitors investments in illiquid securities.
Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the nature
of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for transfer,
any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time required to
dispose of the security, and the ability to assign or offset the rights and obligations of the security).
Increasing Government Debt.
The total public debt of the United States and other countries around the globe as a percent of gross domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily indicate or
cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.
A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able to
make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies, and can
prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.
On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to
"AA+" from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as "A-1+,"
there is no guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's Ratings
Services stated that its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices and yields of securities supported by the full faith and credit of the U.S. Government may be adversely affected by Standard & Poor's Ratings Services decisions to downgrade the long-term sovereign credit rating of the United States.
Indexed Securities
are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by
reference to a specific instrument, statistic, or measure.
Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as well
as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the indexes.
Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of
direct ownership.
Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their maturity value may decline
when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are indexed,
and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may
decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and
certain U.S. Government agencies.
Insolvency of Issuers, Counterparties, and Intermediaries.
Issuers of fund portfolio securities or counterparties to fund transactions that
become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased
illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets,
where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets, and bankruptcy laws differ
from those of the U.S.
As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's securities and
the results of related proceedings can be unpredictable.
If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights against the
counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's ability to terminate
a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending transactions. If an intermediary
becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also
take time to resolve, which may result in illiquid positions.
Interfund Borrowing and Lending Program.
Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to, and
borrow money from, other funds advised by FMR or its affiliates. A Fidelity fund will borrow through the program only when the costs are
equal to or lower than the costs of bank loans. A Fidelity fund will lend through the program only when the returns are higher than those
available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A Fidelity fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a lending fund could result in a lost investment opportunity or additional
borrowing costs.
Investment-Grade Debt Securities.
Investment-grade debt securities include all types of debt instruments that are of medium and high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as repurchase
agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can perfect a security
interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt securities may possess
speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated but considered to be of equivalent
quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade debt security, an adviser may take into
account normal settlement periods.
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Investments by Funds of Funds or Other Large Shareholders.
Certain Fidelity funds and accounts (including funds of funds) invest in other funds and may at times have substantial investments in one or more other funds.</R>
A fund may experience large redemptions or investments due to transactions in fund shares by funds of funds, other large shareholders, or
similarly managed accounts. While it is impossible to predict the overall effect of these transactions over time, there could be an adverse impact
on a fund's performance. In the event of such redemptions or investments, a fund could be required to sell securities or to invest cash at a time
when it may not otherwise desire to do so. Such transactions may increase a fund's brokerage and/or other transaction costs and affect the
liquidity of a fund's portfolio. In addition, when funds of funds or other investors own a substantial portion of a fund's shares, a large redemption by such an investor could cause actual expenses to increase, or could result in the fund's current expenses being allocated over a smaller
asset base, leading to an increase in the fund's expense ratio. Redemptions of fund shares could also accelerate the realization of taxable capital
gains in the fund if sales of securities result in capital gains. The impact of these transactions is likely to be greater when a fund of funds or other
significant investor purchases, redeems, or owns a substantial portion of the fund's shares.
When possible, Fidelity will consider how to minimize these potential adverse effects, and may take such actions as it deems appropriate to
address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions over a period of
time, although there can be no assurance that such actions will be successful. A high volume of redemption requests can impact a fund the same
way as the transactions of a single shareholder with substantial investments.
Loans and Other Direct Debt Instruments.
Direct debt instruments are interests in amounts owed by a corporate, governmental, or other
borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other receivables),
or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply additional cash to a borrower
on demand. A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or by purchasing a loan participation
from a lender or other purchaser of a participation. Fidelity Balanced Fund and Fidelity Puritan Fund also may acquire loans directly at the time
of the loan's closing.
Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for
payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled
interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a
small fraction of the amount owed. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for
the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.
Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may involve
additional risks. For example, if a loan is foreclosed, the lender/purchaser could become part owner of any collateral, and would bear the costs
and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender
liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or
other intermediary.
A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the
borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the
benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and
delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.
Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate lenders/purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a lender/purchaser to increase its
investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition makes it unlikely that the amount
will ever be repaid.
For a Fidelity fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the fund
generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or other
lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both the lending bank
or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an issuer of indebtedness may
restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same
industry, even if the underlying borrowers represent many different companies and industries.
Lower-Quality Debt Securities.
Lower-quality debt securities include all types of debt instruments that have poor protection with respect
to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative and involve
greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt securities may
fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic difficulty, which may
follow periods of rising interest rates.
The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can adversely
affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of lower-quality
debt securities and the ability of outside pricing services to value lower-quality debt securities.
Because the risk of default is higher for lower-quality debt securities, research and credit analysis are an especially important part of managing
securities of this type. Such analysis may focus on relative values based on factors such as interest or dividend coverage, asset coverage, earnings
prospects, and the experience and managerial strength of the issuer, in an attempt to identify those issuers of high-yielding securities whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future.
A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.
Mortgage Securities
are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and interest at a
range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical
bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or residential properties.
Stripped mortgage securities are created when the interest and principal components of a mortgage security are separated and sold as individual
securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO) receives the principal payments made by
the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest payments from the same underlying mortgage.
Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and Freddie
Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered
corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by Congress. Fannie Mae
and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and Freddie Macs are not backed by
the full faith and credit of the U.S. Government.
The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition,
regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities may offer higher
yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage securities are
subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response to a reduction in
interest rates, will result in the return of principal to the investor, causing it to be invested subsequently at a lower current interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on underlying mortgages do not
occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities tend to be more volatile in response to changes in interest rates than those of non-stripped mortgage securities.
A fund may seek to earn additional income by using a trading strategy (commonly known as "mortgage dollar rolls" or "reverse mortgage
dollar rolls") that involves selling (or buying) mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase (or sell)
mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund
will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that
are permissible investments for the fund. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a
fund's right to repurchase or sell securities may be limited. This trading strategy may increase interest rate exposure and result in an increased
portfolio turnover rate which increases costs and may increase taxable gains.
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Real Estate Investment Trusts.
Equity real estate investment trusts own real estate properties, while mortgage real estate investment trusts
make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as those relating to the
environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under the Internal Revenue Code
and failing to maintain exemption from the 1940 Act.
Reforms and Government Intervention in the Financial Markets.
Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led the U.S.
Government and other governments to take a number of unprecedented actions designed to support certain financial institutions and segments
of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and their effects are
uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that
affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that are unforeseeable. Reforms may
also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its investment objective or engage in
certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and public finances, they could affect fund expenses and the value of fund investments.
The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied by
increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or
foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention cannot be predicted.
Repurchase Agreements
involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of
the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate
account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The
value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition,
delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its
right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.
Restricted Securities
are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a fund.
Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under the Securities
Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to
pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Reverse Repurchase Agreements.
In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such transactions may
increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a form of leverage.
Securities Lending.
A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.
Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower
provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the ability to obtain
the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower defaults on its obligation to
return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs in recovering the securities loaned
or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a fund is not able to recover the securities
loaned, the fund may sell the collateral and purchase a replacement investment in the market. The value of the collateral could decrease below
the value of the replacement investment by the time the replacement investment is purchased. For a Fidelity fund, loans will be made only to
parties deemed by the fund's adviser to be in good standing and when, in the adviser's judgment, the income earned would justify the risks.
Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market fund.
Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.
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Securities of Other Investment Companies,
including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such as portfolio
management fees and operating expenses. Fees and expenses incurred indirectly by a fund as a result of its investment in shares of one or more
other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a separate line item in a fund's
prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant. Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock exchange or over-the-counter at a premium
or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in the secondary market.</R>
The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in such
securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of such
securities and the possibility that the fund's long-term returns on such securities will be diminished.
The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.
Short Sales "Against the Box"
are short sales of securities that a fund owns or has the right to obtain (equivalent in kind or amount to the
securities sold short). If a fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and amount to
the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the
short sale is outstanding. A fund will incur transaction costs, including interest expenses, in connection with opening, maintaining, and closing
short sales against the box.
Short Sales.
Stocks underlying a fund's convertible security holdings can be sold short. For example, if a fund's adviser anticipates a decline in the price of the stock underlying a convertible security held by the fund, it may sell the stock short. If the stock price subsequently
declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of the convertible security. Fidelity funds that employ this strategy generally intend to hedge no more than 15% of total assets with short sales on equity
securities underlying convertible security holdings under normal circumstances.
A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable
into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs, including
interest expenses, in connection with opening, maintaining, and closing short sales.
Structured Securities
(also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined
by an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to changes in
the value of a reference instrument (
e.g.,
a security or other financial instrument, asset, currency, interest rate, commodity, or index) or the
relative change in two or more reference instruments. A structured security may be positively, negatively, or both positively and negatively
indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or
interest rate may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable
with respect to, or the interest rate of, a structured security may be calculated as a multiple of the percentage change (positive or negative) in the
value of the underlying reference instrument(s); therefore, the value of such structured security may be very volatile. Structured securities may
entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference instrument. Structured securities may also be more volatile, less liquid, and more difficult to accurately price than less complex securities or more traditional
debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may decline substantially if the counterparty's creditworthiness deteriorates.
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Temporary Defensive Policies.
Each of Fidelity Balanced Fund, Fidelity Export and Multinational Fund, and Fidelity Puritan Fund
reserves the right to invest without limitation in preferred stocks and investment-grade debt instruments for temporary, defensive purposes.</R>
Transfer Agent Bank Accounts.
Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a similar series of bank accounts.
If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the funds when opening, closing, and conducting
business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase agreements. Any
balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with such an account are
investment risks of the funds. A fund faces the risk of loss of these balances if the bank becomes insolvent.
Warrants.
Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant may be
more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as capital loss.
Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in the
assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make warrants
more speculative than other types of investments.
When-Issued and Forward Purchase or Sale Transactions
involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.
When purchasing securities pursuant to one of these transactions, the purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. Because payment for the securities is not
required until the delivery date, these risks are in addition to the risks associated with a fund's investments. If a fund remains substantially fully
invested at a time when a purchase is outstanding, the purchases may result in a form of leverage. When a fund has sold a security pursuant to
one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could miss a favorable price or yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.
A fund may also engage in purchases or sales of "to be announced" or "TBA" securities, which usually are transactions in which a fund
buys or sells mortgage-backed securities on a forward commitment basis. A TBA transaction typically does not designate the actual security to
be delivered and only includes an approximate principal amount. TBA trades can be used by a fund for investment purposes in order to gain
exposure to certain securities, or for hedging purposes to adjust the risk exposure of a fund portfolio without having to restructure a portfolio.
Purchases and sales of TBA securities involve risks similar to those discussed above for other when-issued and forward purchase and sale
transactions. In addition, when a fund sells TBA securities, it incurs risks similar to those incurred in short sales. For example, when a fund sells
TBA securities without owning or having the right to obtain the deliverable securities, it incurs a risk of loss because it could have to purchase
the securities at a price that is higher than the price at which it sold them. Also, a fund may be unable to purchase the deliverable securities if the
corresponding market is illiquid. In such transactions, the fund will set aside liquid assets in an amount sufficient to offset its exposure as long
as the fund's obligations are outstanding.
Zero Coupon Bonds
do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon bond's purchase
price and its face value is considered income.
PORTFOLIO
TRANSACTIONS
Orders for the purchase or sale of portfolio securities are placed on behalf of a fund by FMR pursuant to authority contained in the management contract. To the extent that FMR grants investment management authority to a sub-adviser (see the section entitled "Management Contracts"), that sub-adviser is authorized to provide the services described in the respective sub-advisory agreement, and in accordance with the
policies described in this section.
FMR or a sub-adviser may be responsible for the placement of portfolio securities transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion.
A fund will not incur any commissions or sales charges when it invests in shares of open-end investment companies (including any underlying central funds), but it may incur such costs when it invests directly in other types of securities.
Purchases and sales of equity securities on a securities exchange or OTC are effected through brokers who receive compensation for their
services. Generally, compensation relating to securities traded on foreign exchanges will be higher than compensation relating to securities
traded on U.S. exchanges and may not be subject to negotiation. Compensation may also be paid in connection with principal transactions (in
both OTC securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network
(ECN) or an alternative trading system. Equity securities may be purchased from underwriters at prices that include underwriting fees.
Purchases and sales of fixed-income securities are generally made with an issuer or a primary market-maker acting as principal. Although
there is no stated brokerage commission paid by a fund for any fixed-income security, the price paid by a fund to an underwriter includes the
disclosed underwriting fee and prices in secondary trades usually include an undisclosed dealer commission or markup reflecting the spread
between the bid and ask prices of the fixed-income security. New issues of equity and fixed-income securities may also be purchased in underwritten fixed price offerings.
The Trustees of each fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio
securities transactions on behalf of each fund. The Trustees also review the compensation paid by each fund over representative periods of time
to determine if it was reasonable in relation to the benefits to the fund.
FMR.
The Selection of Securities Brokers and Dealers
FMR or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place a fund's
portfolio securities transactions. In selecting securities brokers, including affiliates of FMR, to execute a fund's portfolio securities transactions, FMR or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMR's or its affiliates'
overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio manager,
which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMR or its affiliates may choose to
execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade executions,
including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or sold, including
the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the liquidity and
depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with
FMR or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to the broker; the
degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for
payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.
The trading desks through which FMR or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
funds based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.
In seeking best qualitative execution for portfolio securities transactions, FMR or its affiliates may select a broker that uses a trading method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate. FMR or its
affiliates also may select a broker that charges more than the lowest available commission rate available from another broker. FMR or its
affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related commissions to
a second broker where a client does not permit trading with an affiliate of FMR or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection
of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMR or its affiliates may choose to
execute futures transactions electronically.
FMR may enter into trading services agreements with its affiliates to facilitate transactions in non-United States markets.
The Acquisition of Brokerage and Research Products and Services
Brokers (who are not affiliates of FMR) that execute transactions for a fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMR or its
affiliates.
Research Products and Services.
These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMR or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage and
research products and services supplement FMR's or its affiliates' own research activities in providing investment advice to the funds.
Execution Services.
In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).
Mixed-Use Products and Services.
Although FMR or its affiliates do not use fund commissions to pay for products or services that do not
qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMR's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMR or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").
Benefit to FMR.
FMR's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FMR or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the funds based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services that FMR or its affiliates receive are furnished by brokers on their own initiative,
either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services
may be provided at no additional cost to FMR or its affiliates or have no explicit cost associated with them. In addition, FMR or its affiliates
may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may
be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.
<R>
FMR's Decision-Making Process.
In connection with the allocation of fund brokerage, FMR or its affiliates make a good faith determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products and
services provided to FMR or its affiliates, viewed in terms of the particular transaction for a fund or FMR's or its affiliates' overall responsibilities to that fund or other investment companies and investment accounts for which FMR or its affiliates have investment discretion; however,
each brokerage and research product or service received in connection with a fund's brokerage may not benefit the fund. While FMR or its
affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining whether
compensation paid is reasonable, neither FMR, its affiliates, nor the funds incur an obligation to any broker, dealer, or third party to pay for any
brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise. Typically, these
brokerage and research products and services assist FMR or its affiliates in terms of their overall investment responsibilities to a fund or any
other investment companies and investment accounts for which FMR or its affiliates have investment discretion. Certain funds or investment
accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit other funds or accounts managed by FMR or its affiliates.</R>
Research Contracts.
FMR or its affiliates have arrangements with certain third-party research providers and brokers through whom FMR or
its affiliates effect fund trades, whereby FMR or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMR or its affiliates may still
cause a fund to pay more for execution than the lowest commission rate available from the broker providing research products and services to
FMR or its affiliates, or that may be available from another broker. FMR or its affiliates view hard dollar payments for research products and
services as likely to reduce a fund's total commission costs even though it is expected that in such hard dollar arrangements the commissions
available for recapture and used to pay fund expenses, as described below, will decrease. FMR's or its affiliates' determination to pay for research
products and services separately, rather than bundled with fund commissions, is wholly voluntary on FMR's or its affiliates' part and may be
extended to additional brokers or discontinued with any broker participating in this arrangement.
Commission Recapture
FMR or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMR) who have entered into arrangements
with FMR or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund to
offset that fund's expenses. Not all brokers with whom a fund trades have been asked to participate in brokerage commission recapture.
Affiliated Transactions
<R>FMR or its affiliates may place trades with certain brokers, including National Financial Services LLC (NFS), with whom they are
under common control, provided FMR or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to
those of non-affiliated, qualified brokerage firms. In addition, FMR or its affiliates may place trades with brokers that use NFS as a clearing
agent.</R>
The Trustees of each fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase in the
underwritings.
Non-U.S. Securities Transactions
To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.
Trade Allocation
<R>Although the Trustees and officers of each fund are substantially the same as those of certain other Fidelity funds, investment decisions
for each fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>
<R>When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument,
the prices and amounts are allocated in accordance with procedures believed by FMR to be appropriate and equitable to each fund or investment account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as a fund is concerned.
In other cases, however, the ability of the funds to participate in volume transactions will produce better executions and prices for the
funds.</R>
FMR Co., Inc. (FMRC).
The Selection of Securities Brokers and Dealers
FMRC or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place a
fund's portfolio securities transactions. In selecting securities brokers, including affiliates of FMRC, to execute a fund's portfolio securities
transactions, FMRC or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FMRC's or its
affiliates' overall responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio
manager, which may emphasize, for example, speed of execution over other factors. Based on the factors considered, FMRC or its affiliates
may choose to execute an order using ECNs, including algorithmic trading, crossing networks, direct market access and program trading, or by
actively working an order. Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the
securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade
executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or
sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the
liquidity and depth afforded by a market center or market-maker; the reliability of a market center or broker; the broker's overall trading relationship with FMRC or its affiliates; the trader's assessment of whether and how closely the broker likely will follow the trader's instructions to
the broker; the degree of anonymity that a particular broker or market can provide; the potential for avoiding or lessening market impact; the
execution services rendered on a continuing basis; the execution efficiency, settlement capability, and financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services, if applicable.
The trading desks through which FMRC or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
funds based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.
In seeking best qualitative execution for portfolio securities transactions, FMRC or its affiliates may select a broker that uses a trading
method, including algorithmic trading, for which the broker may charge a higher commission than its lowest available commission rate.
FMRC or its affiliates also may select a broker that charges more than the lowest available commission rate available from another broker.
FMRC or its affiliates may execute an entire securities transaction with a broker and allocate all or a portion of the transaction and/or related
commissions to a second broker where a client does not permit trading with an affiliate of FMRC or in other limited situations. In those situations, the commission rate paid to the second broker may be higher than the commission rate paid to the executing broker. For futures transactions, the selection of an FCM is generally based on the overall quality of execution and other services provided by the FCM. FMRC or its
affiliates may choose to execute futures transactions electronically.
FMRC may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets.
The Acquisition of Brokerage and Research Products and Services
Brokers (who are not affiliates of FMRC) that execute transactions for a fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FMRC or its
affiliates.
Research Products and Services.
These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FMRC or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FMRC's or its affiliates' own research activities in providing investment advice to the funds.
Execution Services.
In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).
Mixed-Use Products and Services.
Although FMRC or its affiliates do not use fund commissions to pay for products or services that do
not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FMRC's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FMRC or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").
Benefit to FMRC.
FMRC's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage
and research products and services through their own efforts, or if they paid for these brokerage and research products or services with their
own resources. To minimize the potential for conflicts of interest, the trading desks through which FMRC or its affiliates may execute trades
are instructed to execute portfolio transactions on behalf of the funds based on the quality of execution without any consideration of brokerage
and research products and services the broker or dealer may provide. The administration of brokerage and research products and services is
managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore, certain of the brokerage and research products and services that FMRC or its affiliates receive are furnished by brokers on their own
initiative, either in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or
services may be provided at no additional cost to FMRC or its affiliates or have no explicit cost associated with them. In addition, FMRC or its
affiliates may request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or
services may be provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall
services.
<R>
FMRC's Decision-Making Process.
In connection with the allocation of fund brokerage, FMRC or its affiliates make a good faith
determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products
and services provided to FMRC or its affiliates, viewed in terms of the particular transaction for a fund or FMRC's or its affiliates' overall
responsibilities to that fund or other investment companies and investment accounts for which FMRC or its affiliates have investment discretion; however, each brokerage and research product or service received in connection with a fund's brokerage may not benefit the fund. While
FMRC or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining
whether compensation paid is reasonable, neither FMRC, its affiliates, nor the funds incur an obligation to any broker, dealer, or third party to
pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise.
Typically, these brokerage and research products and services assist FMRC or its affiliates in terms of their overall investment responsibilities
to a fund or any other investment companies and investment accounts for which FMRC or its affiliates have investment discretion. Certain
funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit
other funds or accounts managed by FMRC or its affiliates.</R>
Research Contracts.
FMRC or its affiliates have arrangements with certain third-party research providers and brokers through whom
FMRC or its affiliates effect fund trades, whereby FMRC or its affiliates may pay with fund commissions or hard dollars for all or a portion of
the cost of research products and services purchased from such research providers or brokers. If hard dollar payments are used, FMRC or its
affiliates may still cause a fund to pay more for execution than the lowest commission rate available from the broker providing research products and services to FMRC or its affiliates, or that may be available from another broker. FMRC or its affiliates view hard dollar payments for
research products and services as likely to reduce a fund's total commission costs even though it is expected that in such hard dollar arrangements the commissions available for recapture and used to pay fund expenses, as described below, will decrease. FMRC's or its affiliates'
determination to pay for research products and services separately, rather than bundled with fund commissions, is wholly voluntary on
FMRC's or its affiliates' part and may be extended to additional brokers or discontinued with any broker participating in this arrangement.
Commission Recapture
FMRC or its affiliates may allocate brokerage transactions to brokers (who are not affiliates of FMRC) who have entered into arrangements
with FMRC or its affiliates under which the broker, using a predetermined methodology, rebates a portion of the compensation paid by a fund
to offset that fund's expenses. Not all brokers with whom a fund trades have been asked to participate in brokerage commission recapture.
Affiliated Transactions
<R>FMRC or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided
FMRC or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of non-affiliated, qualified
brokerage firms. In addition, FMRC or its affiliates may place trades with brokers that use NFS as a clearing agent.</R>
The Trustees of each fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase in the
underwritings.
Non-U.S. Securities Transactions
To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.
Trade Allocation
<R>Although the Trustees and officers of each fund are substantially the same as those of certain other Fidelity funds, investment decisions
for each fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>
<R>When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument,
the prices and amounts are allocated in accordance with procedures believed by FMRC to be appropriate and equitable to each fund or investment account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as a fund is concerned.
In other cases, however, the ability of the funds to participate in volume transactions will produce better executions and prices for the
funds.</R>
Fidelity Investments Money Management, Inc. (FIMM).
The Selection of Securities Brokers and Dealers
FIMM or its affiliates generally have authority to select securities brokers (whether acting as a broker or a dealer) with which to place a fund's
portfolio securities transactions. In selecting securities brokers, including affiliates of FIMM, to execute a fund's portfolio securities transactions,
FIMM or its affiliates consider the factors they deem relevant in the context of a particular trade and in regard to FIMM's or its affiliates' overall
responsibilities with respect to the fund and other investment accounts, including any instructions from the fund's portfolio manager. Based on the
factors considered, FIMM or its affiliates may choose to execute an order by using an electronic trading platform or by calling one or more dealers.
Other possibly relevant factors may include, but are not limited to, the following: price; the size and type of the securities transaction; the reasonableness of compensation to be paid, including spreads and commission rates; the speed and certainty of trade executions, including broker willingness to commit capital; the nature and characteristics of the markets for the security to be purchased or sold, including the degree of specialization of the broker in such markets or securities; the availability of liquidity in the security, including the liquidity provided by individual brokers;
the reliability of a broker; the broker's overall trading relationship with FIMM or its affiliates; the trader's assessment of whether and how closely
the broker likely will follow the trader's instructions to the broker; the degree of anonymity that a particular broker can provide; the potential for
avoiding or lessening market impact; the execution services rendered on a continuing basis; the execution efficiency, settlement capability, and
financial condition of the firm; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research
products and services, if applicable.
The trading desks through which FIMM or its affiliates may execute trades are instructed to execute portfolio transactions on behalf of the
funds based on the quality of execution without any consideration of brokerage and research products and services the broker or dealer may
provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that
traders have no responsibility for administering soft dollar activities.
FIMM may enter into trading services agreements with FMR or its affiliates to facilitate transactions in non-United States markets.
The Acquisition of Brokerage and Research Products and Services
Brokers (who are not affiliates of FIMM) that execute transactions for a fund may receive higher compensation from the fund than other
brokers might have charged the fund, in recognition of the value of the brokerage or research products and services they provide to FIMM or its
affiliates.
Research Products and Services.
These products and services may include, when permissible under applicable law: economic, industry,
company, municipal, sovereign (U.S. and non-U.S.), legal, or political research reports; market color; company meeting facilitation; compilation of securities prices, earnings, dividends and similar data; quotation services, data, information and other services; analytical computer
software and services; and investment recommendations. In addition to receiving brokerage and research products and services via written
reports and computer-delivered services, such reports may also be provided by telephone and in-person meetings with securities analysts,
corporate and industry spokespersons, economists, academicians and government representatives and others with relevant professional expertise. FIMM or its affiliates may request that a broker provide a specific proprietary or third-party product or service. Some of these brokerage
and research products and services supplement FIMM's or its affiliates' own research activities in providing investment advice to the funds.
Execution Services.
In addition, brokerage and research products and services may include, when permissible under applicable law, those
that assist in the execution, clearing, and settlement of securities transactions, as well as other incidental functions (including, but not limited to,
communication services related to trade execution, order routing and algorithmic trading, post-trade matching, exchange of messages among
brokers or dealers, custodians and institutions, and the use of electronic confirmation and affirmation of institutional trades).
Mixed-Use Products and Services.
Although FIMM or its affiliates do not use fund commissions to pay for products or services that do
not qualify as brokerage and research products and services, they may use commission dollars to obtain certain products or services that are not
used exclusively in FIMM's or its affiliates' investment decision-making process (mixed-use products or services). In those circumstances,
FIMM or its affiliates will make a good faith judgment to evaluate the various benefits and uses to which they intend to put the mixed-use
product or service, and will pay for that portion of the mixed-use product or service that does not qualify as brokerage and research products
and services with their own resources (referred to as "hard dollars").
Benefit to FIMM.
FIMM's or its affiliates' expenses likely would be increased if they attempted to generate these additional brokerage and
research products and services through their own efforts, or if they paid for these brokerage and research products or services with their own
resources. To minimize the potential for conflicts of interest, the trading desks through which FIMM or its affiliates may execute trades are
instructed to execute portfolio transactions on behalf of the funds based on the quality of execution without any consideration of brokerage and
research products and services the broker or dealer may provide. The administration of brokerage and research products and services is managed separately from the trading desks, which means that traders have no responsibility for administering soft dollar activities. Furthermore,
certain of the brokerage and research products and services FIMM or its affiliates receive are furnished by brokers on their own initiative, either
in connection with a particular transaction or as part of their overall services. Some of these brokerage and research products or services may be
provided at no additional cost to FIMM or its affiliates or have no explicit cost associated with them. In addition, FIMM or its affiliates may
request that a broker provide a specific proprietary or third-party product or service, certain of which third-party products or services may be
provided by a broker that is not a party to a particular transaction and is not connected with the transacting broker's overall services.
<R>
FIMM's Decision-Making Process.
In connection with the allocation of fund brokerage, FIMM or its affiliates make a good faith
determination that the compensation paid to brokers and dealers is reasonable in relation to the value of the brokerage and/or research products
and services provided to FIMM or its affiliates, viewed in terms of the particular transaction for a fund or FIMM's or its affiliates' overall
responsibilities to that fund or other investment companies and investment accounts for which FIMM or its affiliates have investment discretion; however, each brokerage and research product or service received in connection with a fund's brokerage may not benefit the fund. While
FIMM or its affiliates may take into account the brokerage and/or research products and services provided by a broker or dealer in determining
whether compensation paid is reasonable, neither FIMM, its affiliates, nor the funds incur an obligation to any broker, dealer, or third party to
pay for any brokerage and research product or service (or portion thereof) by generating a specific amount of compensation or otherwise.
Typically, these brokerage and research products and services assist FIMM or its affiliates in terms of their overall investment responsibilities
to a fund or any other investment companies and investment accounts for which FIMM or its affiliates have investment discretion. Certain
funds or investment accounts may use brokerage commissions to acquire brokerage and research products and services that may also benefit
other funds or accounts managed by FIMM or its affiliates.</R>
Research Contracts.
FIMM or its affiliates have arrangements with certain third-party research providers and brokers through whom FIMM
or its affiliates effect fund trades, whereby FIMM or its affiliates may pay with fund commissions or hard dollars for all or a portion of the cost of
research products and services purchased from such research providers or brokers. If hard dollar payments are used, FIMM or its affiliates may
still cause a fund to pay more for execution than the lowest commission rate available from the broker providing research products and services to
FIMM or its affiliates, or that may be available from another broker. FIMM or its affiliates view hard dollar payments for research products and
services as likely to reduce a fund's total commission costs. FIMM's or its affiliates' determination to pay for research products and services
separately, rather than bundled with fund commissions, is wholly voluntary on FIMM's or its affiliates' part and may be extended to additional
brokers or discontinued with any broker participating in this arrangement.
Affiliated Transactions
<R>FIMM or its affiliates may place trades with certain brokers, including NFS, with whom they are under common control, provided
FIMM or its affiliates determine that these affiliates' trade-execution abilities and costs are comparable to those of non-affiliated, qualified
brokerage firms. In addition, FIMM or its affiliates may place trades with brokers that use NFS as a clearing agent.</R>
The Trustees of each fund have approved procedures whereby a fund may purchase securities that are offered in underwritings in which an
affiliate of the adviser or certain other affiliates participate. In addition, for underwritings where such an affiliate participates as a principal
underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase in the
underwritings.
Non-U.S. Securities Transactions
To facilitate trade settlement and related activities in non-United States securities transactions, FMR or its affiliates may effect spot foreign
currency transactions with foreign currency dealers.
Trade Allocation
<R>Although the Trustees and officers of each fund are substantially the same as those of certain other Fidelity funds, investment decisions
for each fund are made independently from those of other Fidelity funds or investment accounts (including proprietary accounts). The same
security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when
several funds and investment accounts are managed by the same investment adviser, or an affiliate thereof, particularly when the same security
is suitable for the investment objective of more than one fund or investment account.</R>
<R>When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security or instrument,
the prices and amounts are allocated in accordance with procedures believed by FIMM to be appropriate and equitable to each fund or investment account. In some cases this could have a detrimental effect on the price or value of the security or instrument as far as a fund is concerned.
In other cases, however, the ability of the funds to participate in volume transactions will produce better executions and prices for the
funds.</R>
Commissions Paid
A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions. The
amount of brokerage commissions paid by a fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.
<R>For the fiscal periods ended August 31, 2013 and 2012, the portfolio turnover rates for each fund are presented in the table below.
Variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions, and/or
changes in FMR's investment outlook.</R>
<R>
Turnover Rates
|
2013
|
2012</R>
|
<R>Fidelity Balanced Fund
|
244%
|
155%</R>
|
<R>Fidelity Export and Multinational Fund
|
114%
|
97%</R>
|
<R>Fidelity Puritan Fund
|
229%
|
141%</R>
|
<R>During the fiscal year ended August 31, 2013, each fund held securities issued by one or more of its regular brokers or dealers or a
parent company of its regular brokers or dealers. The following table shows the aggregate value of the securities of the regular broker or dealer
or parent company held by a fund as of the fiscal year ended August 31, 2013.</R>
Fund
|
Regular Broker or Dealer
|
Aggregate Value of
Securities Held
|
<R>Fidelity Balanced Fund
|
Bank of America Corp.
|
$ 335,226,898</R>
|
<R>
|
Barclays PLC
|
$ 13,369,456</R>
|
<R>
|
BNP Paribas
|
$ 16,161,570</R>
|
<R>
|
Citigroup, Inc.
|
$ 256,612,040</R>
|
<R>
|
Credit Suisse Group
|
$ 29,902,000</R>
|
<R>
|
Deutsche Bank AG
|
$ 14,552,515</R>
|
<R>
|
Goldman Sachs Group, Inc.
|
$ 28,122,788</R>
|
<R>
|
JPMorgan Chase & Co.
|
$ 337,791,000</R>
|
<R>
|
Morgan Stanley
|
$ 117,998,000</R>
|
<R>
|
UBS AG
|
$ 23,248,151</R>
|
<R>
|
Royal Bank of Scotland Group PLC
|
$ 70,524,000</R>
|
<R>Fidelity Export and Multinational Fund
|
Bank of America Corp.
|
$ 26,739,044</R>
|
<R>
|
Citigroup, Inc.
|
$ 38,528,676</R>
|
<R>
|
JPMorgan Chase & Co.
|
$ 32,799,023</R>
|
<R>Fidelity Puritan Fund
|
Bank of America Corp.
|
$ 388,111,000</R>
|
<R>
|
Citigroup, Inc.
|
$ 358,433,000</R>
|
<R>
|
Credit Suisse Group
|
$ 15,343,000</R>
|
<R>
|
Goldman Sachs Group, Inc.
|
$ 47,628,000</R>
|
<R>
|
JPMorgan Chase & Co.
|
$ 379,333,000</R>
|
<R>
|
Morgan Stanley
|
$ 43,641,000</R>
|
<R>
|
UBS AG
|
$ 98,974,000</R>
|
<R>
|
Royal Bank of Scotland Group PLC
|
$ 47,966,000</R>
|
<R>The following table shows the total amount of brokerage commissions paid by each fund, comprising commissions paid on securities
and/or futures transactions, as applicable, for the fiscal years ended August 31, 2013, 2012, and 2011. The total amount of brokerage commissions paid is stated as a dollar amount and a percentage of the fund's average net assets.</R>
Fund
|
Fiscal Year
Ended
|
Dollar
Amount
|
Percentage of
Average
Net Assets
|
Fidelity Balanced Fund
|
August 31
|
|
|
<R>2013
|
|
$ 12,631,390
|
0.06%</R>
|
2012
|
|
$ 14,566,295
|
0.07%
|
2011
|
|
$ 22,528,449
|
0.11%
|
<R>
|
|
|
</R>
|
Fidelity Export and Multinational Fund
|
August 31
|
|
|
<R>2013
|
|
$ 1,860,458
|
0.09%</R>
|
2012
|
|
$ 1,806,002
|
0.09%
|
2011
|
|
$ 3,316,261
|
0.13%
|
<R>
|
|
|
</R>
|
Fidelity Puritan Fund
|
August 31
|
|
|
<R>2013
|
|
$ 10,599,856
|
0.05%</R>
|
2012
|
|
$ 10,847,193
|
0.06%
|
2011
|
|
$ 15,964,927
|
0.09%
|
<R>
|
|
|
</R>
|