Proxy Materials
SCHEDULE 14A INFORMATION | ||||
PROXY STATEMENT PURSUANT TO SECTION 14(a) | ||||
OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
Filed by the Registrant | [X] | |||
Filed by a Party other than the Registrant | [ ] | |||
Check the appropriate box: | ||||
[ ] | Preliminary Proxy Statement | |||
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
[X] | Definitive Proxy Statement | |||
[ ] | Definitive Additional Materials | |||
[ ] | Soliciting Material under Rule 14a-12 | |||
| ||||
(Name of Registrant as Specified In Its Charter) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
[X] | No fee required. | |||
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transaction applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total Fee Paid: | |||
[ ] | Fee paid previously with preliminary materials. | |||
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: | |||
Proxy Materials
PLEASE CAST YOUR VOTE NOW!
Fidelity Congress Street Fund, Fidelity Contrafund
Fidelity Devonshire Trust, Fidelity Exchange Fund
Fidelity Puritan Trust, Fidelity Securities Fund
Fidelity Select Portfolios, Fidelity Summer Street Trust
Fidelity Trend Fund
Dear Shareholder:
I am writing to let you know that a special meeting of shareholders will be held on March 19, 2008. The purpose of the meeting is to provide you with the opportunity to vote on important proposals that affect the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposals and the materials to use when casting your vote.
<R>Please read the enclosed materials and cast your vote on the proxy card(s).Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be. Each proposal has been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the interests of shareholders. They recommend that you votefor each proposal.</R>
The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement.
<R>Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the internet. Simply call the toll-free number or visit the web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.</R>
If you have any questions before you vote, please call Fidelity at 1-800-544-3198 (other than for Advisor classes) or 1-877-208-0098 (Advisor classes only). We'll be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.
Sincerely,
/s/Edward C. Johnson 3d
Edward C. Johnson 3d
Chairman and Chief Executive Officer
Important information to help you understand and vote on the proposals
Please read the full text of the proxy statement. Below is a brief overview of the proposals to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.
<R>What am I being asked to vote on?</R>
<R>The Board of Trustees of the Fidelity funds, with the support of Fidelity Management & Research Co. (FMR), has decided to create a two-Board structure. In connection with this decision, you are being asked to elect a Board of Trustees to oversee the funds you own.</R>
<R>You also are being asked to amend the Declaration of Trust for your funds to reduce the required quorum for future shareholder meetings.</R>
<R>What do you mean by a two-Board structure?</R>
<R>Historically, the Board of each Fidelity fund has consisted of the same group of individual Trustees who serve as Trustees for all other Fidelity funds. In effect, the Fidelity funds have been overseen by a single Board of Trustees. The Trustees of the Fidelity funds - with the support of FMR - have made a decision to reorganize themselves into two separate groups and thereby create two Boards. One Board will oversee Fidelity's equity and high income funds (214 funds with approximate assets of over $877 billion as of November 30, 2007), while the second Board will oversee Fidelity's investment-grade bond, money market, and asset allocation funds (156 funds with approximate assets of over $477 billion as of November 30, 2007).</R>
<R>Why did the Board decide to create a two-Board structure?</R>
<R>The decision was based on three specific factors:</R>
<R>What is involved in creating a two-Board structure?</R>
<R>Some existing Trustees and Advisory Board Members are proposed to serve on the Board overseeing the equity and high income funds, while the others are proposed to serve on the Board overseeing the fixed income and asset allocation funds. In some cases, the two Boards can be created by having an existing Trustee resign and the remaining Trustees fill the vacancy. In the majority of cases, however, the Investment Company Act of 1940 (1940 Act) requires that a shareholder meeting be held to elect Trustees.</R>
<R>When and how will the two-Board structure be implemented?</R>
<R>The two-Board structure will be implemented at the same time for all Fidelity funds. On August 1, 2008, or, if later, immediately after the last election is held for any Fidelity fund scheduled to elect Trustees in connection with implementing the two-Board structure, the following will occur: Current Trustees will remain on the Boards to which they have been elected or appointed and resign from the Boards on which they will no longer serve. Former Advisory Board Members that have been elected or appointed as Trustees will join the Boards on which they will serve going forward. The size of the Board that will oversee the equity and high income funds will be fixed at 10 Trustees, and the size of the Board that will oversee the fixed income and asset allocation funds will be fixed at eight Trustees.</R>
<R>What is the affiliation of the Board and Fidelity?</R>
<R>Currently, there are two "interested" Trustees and nine "Independent" Trustees. Under the two-Board structure, it is expected that there initially will be 2 interested Trustees on each Board, 8 Independent Trustees on the equity and high income Board, and 6 Independent Trustees on the fixed income and asset allocation Board. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with the funds, trusts, or various other entities under common control with FMR. Interested Trustees are compensated by FMR. Independent Trustees have no affiliation with FMR and are compensated by each individual fund. Each of the new Boards is expected to have 75 percent or more Independent Trustees.</R>
<R>Will the Trustees that currently oversee my funds change?</R>
<R>Trustees on both Boards will continue to be experienced executives who will meet throughout the year to oversee the funds' activities, review contractual arrangements with companies that provide services to the funds, and review fund performance. However, certain changes in Board membership are proposed, depending on which Board a Trustee expects to join.</R>
<R>The current Board consists of 11 Trustees: Dennis J. Dirks, Albert R. Gamper, George H. Heilmeier, James H. Keyes, Marie L. Knowles, Ned C. Lautenbach, Cornelia M. Small, William S. Stavropoulos, and Kenneth L. Wolfe are Independent Trustees, and Edward C. Johnson 3d and James C. Curvey are interested Trustees.Arthur E. Johnson (no relation to Edward C. Johnson 3d), Alan J. Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley currently serve on the Advisory Board. At the time that the two-Board structure is implemented, the size of the equity and high income funds' Board will be fixed at 10 Trustees and the size of the fixed income and asset allocation funds' Board will be fixed at eight Trustees.</R>
<R>Dennis J. Dirks, Alan J. Lacy, Ned C. Lautenbach, Joseph Mauriello, Cornelia M. Small, William S. Stavropoulos, David M. Thomas, Michael E. Wiley, James C. Curvey, and Edward C. Johnson 3d are proposed to serve on the Board overseeing the equity and high income funds. Albert R. Gamper, George H. Heilmeier, Arthur E. Johnson, James H. Keyes, Marie L. Knowles, Kenneth L. Wolfe, James C. Curvey, and Edward C. Johnson 3d are proposed to serve on the Board overseeing the fixed income and asset allocation funds. Biographical information for each nominee for the equity and high income Board is included in the proxy statement.</R>
<R>The Trustees fully expect that the environment of strong governance of the funds and protection of the interests of fund shareholders will continue under the new structure.</R>
<R>Why are you proposing to reduce the required quorum for future shareholder meetings?</R>
<R>Lowering the quorum requirement will facilitate holding shareholder meetings to approve important matters necessary for the conduct of the trusts' business. When not enough shareholders vote, a trust may be forced to adjourn meetings multiple times and incur the expense of additional shareholder solicitations and proxy solicitors in order to obtain the shareholder vote necessary to hold a meeting. The reduced quorum requirement is not prohibited by Massachusetts or federal law.</R>
<R>Although the lower quorum requirement will allow for the approval of some matters by shareholders constituting less than a majority of the outstanding shares, certain other proposals will still require a higher number of shares to be voted to meet the threshold required to approve the proposal. For example, the 1940 Act requires that certain items, such as management contracts and 12b-1 plans, be approved by a majority of a fund's outstanding voting securities. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at a shareholder meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The reduced quorum requirement will not affect such matters.</R>
<R>What role does the Board play generally?</R>
<R>The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including consideration of policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.</R>
<R>Are Board members paid?</R>
<R>Each Independent Trustee receives a fee for his or her service on the Board and participates in a deferred compensation plan. You can find the compensation table, which details fees that have been paid to the Trustees, in the proxy statement.</R>
<R>Has the funds' Board of Trustees approved the proposals?</R>
<R>Yes. The Board of Trustees has unanimously approved each of the proposals, and recommends that you vote to approve them.</R>
<R>Who is D.F. King & Co., Inc.?</R>
<R>D.F. King is a third party proxy vendor that Fidelity hires to call shareholders and record proxy votes. In order to hold a shareholder meeting, quorum must be reached - which currently is a majority of the shares entitled to vote in person or by proxy at the shareholder meeting. If quorum is not attained, the meeting must adjourn to a future date. Fidelity attempts to reach shareholders via multiple mailings to remind them to cast their vote. As the meeting approaches, phone calls may be made to clients who have not yet voted their shares so that the shareholder meeting does not have to be postponed.</R>
<R>Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to make a call to you to solicit your vote.</R>
<R>Who is paying for this proxy mailing and for the other solicitation costs associated with this shareholder meeting?</R>
<R>The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by each fund and class, as applicable, provided the expenses do not exceed any existing expense caps. Expenses exceeding an expense cap will be paid by FMR.</R>
<R>How many votes am I entitled to cast?</R>
<R>As a shareholder, you are entitled to one vote for each dollar of net asset value you own of the fund on the record date. The record date is January 22, 2008.</R>
<R>How do I vote my shares?</R>
<R>You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may vote through the internet by visitingwww.proxyvote.com/proxy and following the on-line instructions. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at 1-800-544-3198 (other than for Advisor classes) or 1-877-208-0098 (Advisor classes only).</R>
<R>How do I sign the proxy card?</R>
<R>Individual Accounts: Shareholders should sign exactly as their names appear on the account registration shown on the card.</R>
Joint Accounts: Eitherowner may sign, but the name of the person signing should conform exactly to a name shown in the registration.
All Other Accounts: The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, "Ann B. Collins, Trustee."
(fidelity_logo_graphic) 82 Devonshire Street, Boston, MA 02109
FIDELITY® CONGRESS STREET FUND
FIDELITY CONTRAFUND
FIDELITY DEVONSHIRE TRUST
FIDELITY EXCHANGE FUND
FIDELITY PURITAN TRUST
FIDELITY SECURITIES FUND
FIDELITY SELECT PORTFOLIOS
FIDELITY SUMMER STREET TRUST
FIDELITY TREND FUND®
82 Devonshire Street, Boston, Massachusetts 02109
1-800-544-3198 (other than Advisor classes)
1-877-208-0098 (Advisor classes)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of Fidelity Select Portfolios:
<R>NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of all of the funds of Fidelity Select Portfoliosabove-named trusts (the trust),trusts) will be held at an office of the trust, 27 Statetrusts, 245 Summer Street, 10th Floor, Boston, Massachusetts 0210902210 on September 20, 2006,March 19, 2008, at 9:0030 a.m. Eastern Time (ET). Appendix A contains a list of the funds in the trusts (the funds).</R>
The purpose of the Meeting is to consider and act upon the following proposals for each trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.
<R> 1. To elect a Board of Trustees.</R>
<R> 2A.2. To modifyamend the fundamental "invests primarily" policy (the investment policy concerningDeclaration of Trust to reduce the fund's primary investments) of Consumer Industries Portfolio.</R>
<R> 2B. To modify the fundamental concentration policy of Consumer Industries Portfolio.</R>
<R> 3A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Cyclical Industries Portfolio.</R>
<R>3B . To modify the fundamental concentration policy of Cyclical Industries Portfolio.</R>
<R>4A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Developing Communications Portfolio.</R>
<R> 4B. To modify the fundamental concentration policy of Developing Communications Portfolio.</R>
<R> 5A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Food and Agriculture Portfolio.</R>
<R> 5B. To modify the fundamental concentration policy of Food and Agriculture Portfolio.</R>
<R> 6A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) policy of Industrial Materials Portfolio.</R>
<R> 6B. To modify the fundamental concentration policy of Industrial Materials Portfolio.</R>
<R> 7A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Business Services and Outsourcing Portfolio.</R>
<R> 7B. To modify the fundamental concentration policy of Business Services and Outsourcing Portfolio.</R>
<R> 8A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Construction and Housing Portfolio.</R>
<R> 8B. To modify the fundamental concentration policy of Construction and Housing Portfolio.</R>
<R> 9A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Banking Portfolio.</R>
<R>9B. To modify the fundamental concentration policy of Banking Portfolio.</R>
<R> 10A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Home Finance Portfolio.</R>
<R> 10B. To modify the fundamental concentration policy of Home Finance Portfolio.required quorum for future shareholder meetings.</R>
The Board of Trustees has fixed the close of business on July 24, 2006January 22, 2008 as the record date for the determination of the shareholders of each of the funds entitled to notice of, and to vote at, such Meeting and any adjournments thereof.
By order of the Board of Trustees,
ERIC D. ROITER Secretary
July 24, 2006January 22, 2008
Your vote is important - please vote your shares promptly.
<R>Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions found below or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense,we ask your cooperation in responding promptly, no matter how large or small your holdings may be. </R>
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.
<R> 1.Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card.</R>
<R> 2.Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.</R>
<R> 3.All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example:</R>
REGISTRATION | VALID SIGNATURE | ||
A. | 1) | ABC Corp. | John Smith, Treasurer |
2) | ABC Corp. |
| |
| John Smith, Treasurer | ||
B. | 1) | ABC Corp. Profit Sharing Plan | Ann B. Collins, Trustee |
2) | ABC Trust | Ann B. Collins, Trustee | |
3) | Ann B. Collins, Trustee | Ann B. Collins, Trustee | |
C. | 1) | Anthony B. Craft, Cust. |
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| |||
| Anthony B. Craft |
INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE
OR THROUGH THE INTERNET
1. Read the proxy statement, and have your proxy card handy.
2. Call the toll-free number or visit the web site indicated on your proxy card.
3. Enter the number found in the shaded box on the front of your proxy card.
4. Follow the recorded or on-line instructions to cast your vote.
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY CONGRESS STREET FUND
FIDELITY CONTRAFUND
FIDELITY DEVONSHIRE TRUST
FIDELITY EXCHANGE FUND
FIDELITY PURITAN TRUST
FIDELITY SECURITIES FUND
FIDELITY SELECT PORTFOLIOS
FIDELITY SUMMER STREET TRUST
FIDELITY TREND FUND
TO BE HELD ON SEPTEMBER 20, 2006MARCH 19, 2008
<R>This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of Fidelity Select Portfoliosthe above-named trusts (the trust)trusts) to be used at the Special Meeting of Shareholders of Air Transportation Portfolio, Automotive Portfolio, Banking Portfolio, Biotechnology Portfolio, Brokerage and Investment Management Portfolio, Business Services and Outsourcing Portfolio, Chemicals Portfolio, Computers Portfolio, Construction and Housing Portfolio, Consumer Industries Portfolio, Cyclical Industries Portfolio, Defense and Aerospace Portfolio, Developing Communications Portfolio, Electronics Portfolio, Energy Portfolio, Energy Service Portfolio, Environmental Portfolio, Financial Services Portfolio, Food and Agriculture Portfolio, Gold Portfolio, Health Care Portfolio, Home Finance Portfolio, Industrial Equipment Portfolio, Industrial Materials Portfolio, Insurance Portfolio, Leisure Portfolio, Medical Delivery Portfolio, Medical Equipment and Systems Portfolio, Multimedia Portfolio, Natural Gas Portfolio, Natural Resources Portfolio, Networking and Infrastructure Portfolio, Paper and Forest Products Portfolio, Pharmaceuticals Portfolio, Retailing Portfolio, Software and Computer Services Portfolio, Technology Portfolio, Telecommunications Portfolio, Transportation Portfolio, Utilities Growth Portfolio, Wireless Portfolio, and Money Market Portfolio, (the funds) and at any adjournments thereof (the Meeting), to be held on September 20, 2006March 19, 2008 at 9:0030 a.m. ET at 27 State245 Summer Street, 10th Floor, Boston, Massachusetts 02109,02210, an office of the trusttrusts and Fidelity Management & Research Company (FMR),the funds' investment adviser. Appendix A contains a list of the funds in each trust (the funds).</R>
<R>The purpose of the Meeting is set forth in the accompanying Notice. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about July 24, 2006.January 22, 2008. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of thetrust.thetrusts. In addition, D.F. King & Co., Inc. may be paid on a per-call basis to solicit shareholders by telephone on behalf of the funds.funds in the trusts. The funds also may also arrange to have votes recorded by telephone. D.F. King & Co., Inc. may be paid on a per-call basis for vote-by-phone solicitations on behalf of the funds. The approximate anticipated total cost of these services is as follows:</R>detailed in Appendix B.
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If the funds record votes by telephone or through the internet, they will use procedures designed to authenticate shareholders' identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.
The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by the funds each fund and class, as applicable,provided the expenses do not exceed each fund'sany existing voluntaryexpense caps. See Appendix C for current expense cap of 1.25%.
information. Expenses exceeding each fund's voluntaryan expense cap will be paid by FMR.
The funds will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares. The costs are allocated among the funds based upon the number of shareholder accounts in each fund.
The following table summarizes the proposals applicablefund.The costs are allocated on a pro rata basis to each fund:class of a fund based on the net assets of each class relative to the total net assets of the fund.
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<R>The principal business address of FMR, each fund's investment adviser and administrator, and FMR Co., Inc. (FMRC), sub-adviser to the funds,each fund, is One Federal245 Summer Street, Boston, Massachusetts 02110.02210. The principal business address of Fidelity Distributors Corporation (FDC), each fund's principal underwriter and distribution agent, is 82 Devonshire Street, Boston, Massachusetts, 02109. The principal business address of Fidelity Investments Money Management, Inc. (FIMM), sub-adviser to Money Market Portfolio, is One Spartan Way, Merrimack, New Hampshire 03054. Fidelity Management & Research (U.K.) Inc. (FMR U.K.), located at 25 Lovat Lane, London, EC3R 8LL, England; andFidelity Research & Analysis Company (FRAC), located at 245 Summer Street, Boston, Massachusetts 02210; Fidelity Investments Japan Limited (FIJ), located at Shiroyama JT Mori Building,Trust Tower, 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan are sub-advisers to each fund (except Money Market Portfolio); Fidelity Research & Analysis Company (FRAC) (formerly known as Fidelity Management & Research (Far East) Inc. (FMR Far East)), located at 82 Devonshire Street, Boston, Massachusetts, 02109;Japan; Fidelity International Investment Advisors (FIIA), located at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda; and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), located at 25 Cannon Street, London, England EC4M5TA are also sub-advisers to the funds.</R>
If the enclosed proxy is executed and returned,or an internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by thea trust, by the execution of a later-dated proxy, by thea trust's receipt of a subsequent valid internet or telephonic vote, or by attending the Meeting and voting in person.
All proxies solicited by the Board of Trustees that are properly executed and received by thea fund's Secretary prior to the Meeting, and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a properly executed proxy, or voting instruction form, it will be voted FOR the matters specified on the proxy or voting instruction form.proxy. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.)
With respect to fund shares held in Fidelity individual retirement accounts (including Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders only in accordance with such instructions. If Fidelity IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them, in the same proportion as other Fidelity IRA shareholders have voted.
<R>If a quorum is not present at thea Meeting, or if a quorum is present at thea Meeting but sufficient votes to approve one or more of the proposed itemsProposal 2 are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to each item, unless directed to vote AGAINST an item, in which case such shares will be voted AGAINST the proposed adjournment with respect to that item. A shareholder vote may be taken on one or more of the items in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate. Please visit www.fidelity.com/proxies to determine the status of this scheduled Meeting.</R>
Shares of each fund and class, if applicable, issued and outstanding as of May 31, 2006November 30, 2007 are indicated in the following table:Appendix D.
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<R>To the knowledge of the trust, substantialSubstantial (5% or more) record and/or beneficial ownership of each fund and class, as applicable, on May 31, 2006 was as follows:</R>
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<R>ToNovember 30, 2007, to the knowledge of theeach trust, substantial (5% or more) record ownership of each fund on May 31, 2006 was as follows:</R>
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<R>Tois detailed in Appendix E. Other than disclosed in Appendix E, to the knowledge of theeach trust, no other shareholder owned of record or beneficially more than 5% of the outstanding shares of the fundseach fund and class, as applicable, on that date.</R>
FMR has advised the trusttrusts that certain shares are registered to FMR or an FMR affiliate. To the extent that FMR or an FMR affiliate has discretion to vote, these shares will be voted at the Meeting FOR each proposal. Otherwise, these shares will be voted in accordance with the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either (i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and, for shareholders who do not vote, in the same proportion as certain other shareholders have voted.
Shareholders of record at the close of business on July 24, 2006January 22, 2008 will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for each dollar of net asset value held on that date.
Only one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is a fund shareholder of record. If you need additional copies of this Proxy Statement, please contact Fidelity at 1-800-544-8544. If you do not want the mailing of this Proxy Statement to be combined with those for other members of your household, contact Fidelity in writing at P.O. Box 770001, Cincinnati, Ohio 45277-0002.<R> </R>
<R>For a free copy of eachfund'sa fund's annual reportand/or semiannual reports, contact Fidelity at 1-800-544-3198 (other than for the fiscal year ended February 28, 2006 call 1-800-544-3198, log-on toAdvisor classes) or 1-877-208-0098 (Advisor classes only), visit Fidelity's web sites at www.fidelity.com or www.advisor.fidelity.com, or write to FDCFidelity Distributors Corporation (FDC) at 82 Devonshire Street, Boston, Massachusetts 02109.</R>
<R>VOTE REQUIRED: Approval of Proposal 12 requires the affirmative vote of a pluralitymajority of the shares of thean entire trust voted in person or by proxy at the Meeting. ApprovalMeeting, and a plurality of Proposals 2A through 10B require the affirmative vote of a "majority of the outstanding voting securities" of the appropriate fund. Under the Investment Company Act of 1940 (1940 Act), the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy or (b) more than 50% of the outstanding voting securities.such shares is sufficient to elect trustees pursuant to Proposal 1. With respect to each Proposal 2, votes to ABSTAIN and broker non-votes if applicable, will have the same effect as votes cast AGAINST the Proposal. With respect to Proposal 1, votes to ABSTAIN and broker non-votes will have no effect.</R>
<R>1. TO ELECT A BOARD OF TRUSTEES.</R>
<R>The purpose of this proposal is to elect a Board of Trustees in connection with creating a two-Board structure for the Fidelity family of funds. You have received this proxy statement because you own one or more Fidelity equity and/or high income funds and you are being asked to elect a Board of Trustees to oversee your funds.</R>
<R>Fidelity's mutual fund business and the broader mutual fund marketplace continue to expand and evolve. As a result, the Trustees of the trust. PursuantFidelity funds, together with FMR, have been considering ways to structure the provisionsBoard for each Fidelity fund in order to ensure that Fidelity's mutual fund shareholders continue to be well served by Trustees in the years ahead. Historically, the Board of each Fidelity fund has consisted of the Declarationsame group of Trustindividual Trustees who serve as Trustees for all other Fidelity funds. In effect, the Fidelity funds have been overseen by a single Board of Trustees. The Trustees of the trust,Fidelity funds - with the support of FMR - have made a decision to reorganize themselves into two separate groups and thereby create two Boards. One Board will oversee Fidelity's equity and high income funds (214 funds with approximate assets of over $877 billion as of November 30, 2007), while the second Board will oversee Fidelity's investment-grade bond, money market, and asset allocation funds (156 funds with approximate assets of over $477 billion as of November 30, 2007).</R>
<R>In connection with creating two Boards, a slate of Trustees must be put in place to oversee each group of funds (the funds and trusts were aligned by investment discipline in June 2007). Some existing Trustees and Advisory Board members are proposed to serve on the Board overseeing the equity and high income funds, while the others are proposed to serve on the Board overseeing the fixed income and asset allocation funds. In some cases, the two Boards can be created by having one existing Trustee resign and the remaining Trustees fill the vacancy. In the majority of cases, however, the 1940 Act requires that a shareholder meeting be held to elect Trustees. </R>
The Trustees, with the support of FMR, made the decision to create a two-Board structure in order to plan for the future, and based their decision on three specific factors. First, Fidelity's mutual fund business continues to diversify into new asset classes and product types. For example, over the past few years, Fidelity has expanded its product line of multi-asset class funds that invest in a variety of asset classes such as preferred stocks, REITs, inflation-protected securities, floating-rate securities, and commodities. In addition, lifecycle funds and other types of packaged solutions continue to grow in popularity. As greater numbers of individuals continue to save for, and transition into, retirement, the Trustees and FMR expect an increased demand for innovative products.
Second, as the securities marketplace has evolved in recent years, increasingly complex investment strategies are available to Fidelity's mutual funds. For example, the fixed income marketplace has significantly expanded with new types of securities including different types of futures, options, and swaps, and that trend is likely to continue.
Finally, given prevailing demographic and business trends, the Trustees and FMR expect that Fidelity's mutual fund business will continue to expand in the future. In recent years, Fidelity has made efforts to position the firm as the most trusted provider of lifetime investment solutions in the U.S. At the same time, the amount of assets held by Americans over age sixty is projected to increase dramatically between now and 2012 as the Baby Boomer generation nears and enters retirement. The Trustees and FMR believe this provides a significant growth opportunity for Fidelity's business and for the mutual fund industry as a whole. Increased interest in principal preservation and income distribution is expected to drive asset growth in Fidelity's fixed income funds and asset allocation products, in particular.
The two-Board structure will be implemented at the same time for all Fidelity funds. On August 1, 2008, or, if later, immediately after the last election is held for any Fidelity fund scheduled to elect Trustees in connection with implementing a two-Board structure, the following will occur: Current Trustees will remain on the Boards to which they have determinedbeen elected or appointed and resign from the Boards on which they will no longer serve. Former Advisory Board members that have been elected or appointed as Trustees will join the numberBoards on which they will serve going forward. The size of Trustees shallthe Board that will oversee the equity and high income funds will be fixed at 13. It is intended10 Trustees, and the size of the Board that will oversee the fixed income and asset allocation funds will be fixed at 8 Trustees. The Trustees fully expect that the enclosed proxyenvironment of strong governance of the funds and protection of the interests of fund shareholders will be voted forcontinue under the nominees listed below unless such authority has been withheld in the proxy. A nominee shall be elected immediately upon shareholder approval, unless he or she is proposed to begin service at a later date. It is proposed that James H. Keyes begin serving as a Trustee on or about January 1, 2007, replacing William O. McCoy, who is scheduled to retire at the end of 2006.new structure.
<R>Except for Albert R. Gamper, Jr.Alan J. Lacy, Joseph Mauriello,David M. Thomas, and Mr. Keyes,Michael E. Wiley, all nominees named belowfor the equity and high income Board are currently Trustees of the trusttrusts and have served in that capacity continuously since originally elected or appointed. Dennis J. Dirks, Stephen P. Jonas, Cornelia M. Small, and Kenneth L. Wolfe wereJames C. Curvey was selected by the trust'strusts' Governance and Nominating Committee (see page<Click Here>)and werewas appointed to the Board on January 1, 2005, May 19, 2005, January 1, 2005,17, 2007. Alan J. Lacy, Joseph Mauriello, David M. Thomas, and January 1, 2005, respectively. Mr. Gamper and Mr. KeyesMichael E. Wiley are currently Members of the Advisory Board of the trust. Mr. Gampertrusts. Alan J. Lacy, Joseph Mauriello, David M. Thomas, and Mr. KeyesMichael E. Wiley were selected by the trust'strusts' Governance and Nominating Committee and were appointed as Members of the Advisory Board effective JuneJanuary 1, 20052008 (Mr. Lacy), July 1, 2007 (Mr. Mauriello), and MarchOctober 1, 2006, respectively.2007 (Messrs. Thomas and Wiley). A third-party search firm retained by the Independent Trustees recommended Messrs. Dirks, Gamper, Keyes, Wolfe,Lacy, Mauriello, Thomas, and Ms. Small as nominees. AnotherWiley. An executive officer of FMR recommended Mr. JonasCurvey as a nominee.</R>
<R>Except for William O. McCoy, Mr. Gamper, and Mr. Keyes,James C. Curvey, each of the nominees that currently is Trustee of the trusts oversees 336373 funds advised by FMR or an affiliate. Mr. McCoyCurvey oversees 338368 funds advised by FMR or an affiliate. Mr. Gamper is currently a Trustee overseeing 281 funds advised by FMR or an affiliate. Mr. Gamper is currently a Member of the Advisory Board of 55 funds advised by FMR or an affiliate, including the funds in this proxy statement. Mr. Gamper is currently a first-time nominee for Trustee for 55additional funds advised by FMR or an affiliate, including the funds in this proxy statement. Mr. Keyes does not currently serve as a Trustee of any fund advised by FMR or an affiliate; Mr. Keyes is currently a Member of the Advisory Board of 336 funds advised by FMR or an affiliate. Mr. Keyes is currently a nominee for Trustee, effective on or about January 1, 2007, for 133 funds advised by FMR or an affiliate, including the funds in this proxy statement.</R>
In the election of Trustees, those nominees receiving the highest number of votes cast at the Meeting, provided a quorum is present, shall be elected.
Nominees you are being asked to elect as Trustees of the equity and high income Board are as follows:
Interested Nominees*:
Correspondence intended for each Interested Nominee (that is, the nominees that are interested persons (as defined in the Investment Company Act of 1940 (1940 Act))) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.
Name, Age; Principal Occupation** | |
<R>Edward C. Johnson 3d | |
<R>Year of Election or Appointment: <R> | |
<R> | |
<R>Year of Election or Appointment: <R> | |
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<R>* Nominees have been determined to be "interested" by virtue of, among other things, their affiliation with the trusttrusts or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.</R>
<R>** Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years. </R>
Independent Nominees:
Correspondence intended for each Independent Nominee (that is, the nominees that are not interested persons (as defined in the 1940 Act)) may be sent to Fidelity Investments, P. O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Age; Principal Occupation* | |
Dennis J. Dirks | |
Year of Election or Appointment: 2005
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Year of Election or Member of the Advisory | |
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Ned C. Lautenbach | |
Year of Election or Appointment: 2000
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Cornelia M. Small | |
Year of Election or Appointment: 2005
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Year of Election or Appointment:
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Michael E. Wiley (57) | |
Year of Election or Appointment: 2007 Member of the Advisory Board. Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), and as an Advisory Director of Riverstone Holdings (private investment firm), and Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005). | |
* Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
** Nominated to serve as Trustee effective on or about January 1, 2007 following the retirement of William O. McCoy.
*** Scheduled to retire at the end of 2006.
<R>As of May 31, 2006,November 30, 2007, the nominees, Trustees and nominees for election as Trustees and the officers of the trust and each fund owned, in the aggregate, less than 1% of each fund's outstanding shares.</R>
<R>During the period MarchFebruary 1, 20052006 through May 31, 2006, no transactions were entered into by TrusteesNovember 30, 2007, the holders of Voting Common Stock and nominees as Trustee of the trust involving more than 1% of the voting common, non-voting common and equivalent stock, or preferred stockSeries A Preferred Stock of FMR Corp. approved the mandatory conversion of each share of Series A Preferred Stock into a proportionate amount of Non-Voting Common Stock, cash, and an interest-bearing promissory note. The conversion did not change the number of shareholders and did not result in a change in proportionate ownership among the shareholders. In transactions during the period February 1, 2006 through November 30, 2007, a trust for the benefit of Edward C. Johnson 3d and members of his family sold 1,347,747 shares of FMR Corp. securities to Massachusetts Institute of Technology, Yale University, Children's Medical Center and Fidelity Non-Profit Management Foundation for the aggregate cash consideration of $279,550,000. FMR Corp. merged with and into FMR LLC on October 1, 2007.</R>
If elected, the Trustees will hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at 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) a Trustee may be removed at any Special Meetingspecial meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 72nd72nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. In case a vacancy shall for any reason exist, the remaining Trustees will fill such vacancy by appointing another Trustee, so long as, immediately after such appointment, at least two-thirds of the Trustees have been elected by shareholders. If, at any time, less than a majority of the Trustees holding office has been elected by the shareholders, the Trustees then in office will promptly call a shareholders' meeting for the purpose of electing a Board of Trustees. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees. The Advisory Board Members hold office without limit in time except that any Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees.
<R>TheEach trust's Board, which is currently composed of three2 Interested Trustees and nine9 Independent Trustees, met 12times11 times (10 times for the funds with fiscal years ended December 31, 2007) during theeach fund's most recent fiscal year ended February 28, 2006. It(see Appendix A for a list of the funds' fiscal year ends). Following the implementation of the two-Board structure for all Fidelity funds, it is expected that the Trustees of the equity and high income Board will initially include 2 interested and 8 Independent Trustees, and will meet at least 119 times a year at regularly scheduled meetings. For additional information on the current and proposed standing committees of the funds' Trustees, refer to the section entitled "Standing Committees of the Funds' Trustees" beginning on page<Click Here>.</R>
The following table sets forth information describing the dollar range of equity securities beneficially owned as of December 31, 2007 by each nominee in each fund and in all funds in the aggregate within the same fund family overseen or to be overseen by the nominee as of June 30, 2006.is included in Appendix F.
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The following table sets forthTrustee compensation information describing the compensation offor each Trustee and Member of the Advisory Board for his or her services for the fiscal year ended February 28, 2006, or calendar year ended December 31, 2005, as applicable.
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1 Edward C. Johnson 3d, Stephen P. Jonas, Peter S. Lynch, and Robert L. Reynolds are interested persons and are compensatedfund covered by FMR.
2 Effective June 1, 2005, Mr. Gamper serves as a Member of the Advisory Board.
3 Effective March 1, 2006, Mr. Keyes serves as a Member of the Advisory Board.
4 Mr. Mann served on the Board of Trustees through December 31, 2005.
<R>A Information is for the calendar year ended December 31, 2005 for 328 funds of 58 trusts in the fund complex (including Fidelity Central Investment Portfolios LLC). Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 2005, the Trustees accrued required deferred compensation from the funds as follows: Dennis J. Dirks, $148,500; Robert M. Gates, $148,500; George H. Heilmeier, $148,500; Marie L. Knowles, $163,500; Ned C. Lautenbach, $148,500; Marvin L. Mann, $198,500; William O. McCoy, $148,500; Cornelia M. Small, $148,500; William S. Stavropoulos, $148,500; and Kenneth L. Wolfe, $148,500. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Ned C. Lautenbach, $48,134; and William O. McCoy, $93,634.</R>
B Compensation figures include cash and may include amounts deferred at Mr. McCoy's election under a deferred compensation plan adopted by the other open-end registered investment companies in the fund complex (Other Open-End Funds). Pursuant to the deferred compensation plan, Mr. McCoy, as an Independent Trustee, may elect to defer receipt of all or a portion of his annual fees. Amounts deferred under the deferred compensation plan are credited to an account established for Mr. McCoy on the books of the Other Open-End Funds. Interest is accrued on amounts deferred under the deferred compensation plan. For the calendar year ended December 31, 2005, Mr. McCoy voluntarily elected to defer $45,500.
C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $599; Robert M. Gates, $615; George H. Heilmeier, $582; Marie L. Knowles, $641; Ned C. Lautenbach, $582; Marvin L. Mann, $649; William O. McCoy, $582; Cornelia M. Small, $582; William S. Stavropoulos, $582; and Kenneth L. Wolfe, $640. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned Lautenbach, $184; and William O. McCoy, $184.
D Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $482; Robert M. Gates, $497; George H. Heilmeier, $470; Marie L. Knowles, $517; Ned C. Lautenbach, $470; Marvin L. Mann, $520; William O. McCoy, $470; Cornelia M. Small, $470; William S. Stavropoulos, $470; and Kenneth L. Wolfe, $515. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned Lautenbach, $148; and William O. McCoy, $148.
Under a deferred compensation plan adopted in September 1995 and amended in November 1996 and January 2000 (the Plan), Independent Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual fees. Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of Fidelity funds including funds in each major investment discipline and representing a majority of Fidelity's assets under management (the Reference Funds). The amounts ultimately received by the Independent Trustees under the Plan will be directly linked to the investment performance of the Reference Funds. Deferral of fees in accordance with the Plan will have a negligible effect on a fund's assets, liabilities, and net income per share, and will not obligate a fund to retain the services of any Independent Trustee or to pay any particular level of compensation to the Independent Trustee. A fund may invest in the Reference Funds under the Plan without shareholder approval.
Overview of Proposals 2A - 10B
Fidelity recommends changes to its Select Portfolios product line to better align the funds' investment goals with standard industry descriptions and to facilitate adoption of more specific benchmark indices to evaluate fund performance. The changes range from simply adding a new performance benchmark to changing investment policies and fund names in some cases.
For many of the funds, no shareholder vote is required. For funds that might change their fundamental investment policies, however, shareholder approval is required in advance.
<R>The majority of the funds will adopt new sector and industry benchmark indices sponsored by Morgan Stanley Capital InternationalSM (MSCI). Gold Portfolio and Natural Gas Portfolios will use indices prepared by S&P/Citigroup and S&P®, respectively. Natural Resources Portfolio, Air Transportation Portfolio, Environmental Portfolio, Networking and Infrastructure Portfolio, Paper and Forest Products Portfolio, and Wireless Portfolio will continue to use their current benchmarks for the time being.</R>
<R>For Consumer Industries Portfolio, Cyclical Industries Portfolio, Developing Communications Portfolio, Food and Agriculture Portfolio, Industrial Materials Portfolio, Business Services and Outsourcing Portfolio, Construction and Housing Portfolio, Banking Portfolio, and Home Finance Portfolio, we are asking shareholders to adopt more specific investment policies, in many cases narrowing the focus of the funds. These funds, except for Construction and Housing, Banking, and Home Finance Portfolios, also will change their names.</R>
Taken together, the benchmark, policy, and name changes will make it easier for investors to distinguish funds in the product line and to evaluate FMR's skill in managing the funds.
FMR and the Board of Trustees believe that the proposed changes are in the funds' and shareholders' best interests.
<R>Consumer Industries Portfolio</R>
<R>If the proposals below are approved for Consumer Industries Portfolio, it will be benchmarked to the MSCI US Investable Market Consumer Discretionary Index and renamed Consumer Discretionary Portfolio.</R>
<R>The Board of Trustees, including the Independent Trustees, recommends modifying Consumer Industries Portfolio so that it focuses on the consumer discretionary market sector and compares its performance to the MSCI US Investable Market Consumer Discretionary Index. Consumer discretionary companies are a subset of the broader consumer industries sector, which is generally made up of consumer discretionary and consumer staples companies.</R>
Currently, the fund invests primarily in companies engaged in the manufacture and distribution of goods and services to consumers both domestically and internationally. These include companies engaged in the manufacture and distribution of discretionary consumer products and services as well as consumer staples.
Consumer discretionary products and services are non-essentials whose demand tends to increase as consumers' disposable income increases. They include automobiles, apparel, electronics, home furnishings, and leisure products and services, but do not include consumer staples such food, beverages, tobacco, and household and personal care items.
If shareholders approve the proposals that follow, the fund will narrow its focus to invest primarily in securities of companies engaged in the manufacture and distribution of consumer discretionary products and services. As discussed elsewhere in this proxy statement Fidelity proposes to offer a separate fund focused on consumer staples.
The consumer discretionary sector generally can be affected by the performance of the overall economy, interest rates, consumer confidence, fluctuations in levels of disposable income and consumer spending, and changes in demographics and consumer tastes.
Top ten holdings for the fund's current and proposed benchmark index are shown below. A fund's benchmark index is illustrative of its potential investment universe, and the holdings comparison provides some indication of how the fund's investment universe may change.
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Boldtext indicates constituents in both benchmarks, though not necessarily in the top 10 of both.
<R>The fund may or may not hold any of the securities named above. Unlike the MSCI US Investable Market Consumer Discretionary Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
<R>The MSCI US Investable Market Consumer Discretionary Index is "uncapped," meaning the weighting of a company in the index is determined by its relative size, regardless of how much of the index a company represents. Historically, the fund's benchmark has been "capped," but going forward there is a potential for the fund to be run in a more concentrated manner. The fund may concentrate its assets in relatively few companies or invest a significant percentage of its assets (up to 25%) in a single company. This means the fund's performance could be closely tied to one or a few companies, and its performance could be more volatile.</R>
The following graph and chart below compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you tocompare the performance and volatility ofthese representations over time.
<R>
</R>
<R>Annual total returns shown for: Consumer Industries Portfolio (inception 6/29/90); MSCI US Investable Market Consumer Discretionary Index; Goldman Sachs Consumer Industries Index.</R>
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<R>The fund will be benchmarked to the MSCI US Investable Market Consumer Discretionary Index and renamed Consumer Discretionary Portfolio, and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in the manufacture and distribution of goods and services to consumers, the fund will normally invest at least 80% of assets in securities of companies principally engaged in the manufacture and distribution of consumer discretionary products and services.
<R>None of the changes will be implemented for Consumer Industries Portfolio and its current name and policies will remain unchanged unless the following proposals are approved.</R>
<R>2A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Consumer Industries Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies engaged in the manufacture and distribution of goods and services to consumers both domestically and internationally."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in companies engaged in the manufacture and distribution of [goods and services to consumers both domestically and internationally]consumer discretionary products and services." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the consumer discretionary market sector, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 2B are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>2B. To modify the fundamental concentration policy of Consumer Industries Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]the consumer discretionary industries." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the consumer discretionary market sector, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 2A are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>Cyclical Industries Portfolio</R>
<R>If the proposals below are approved for Cyclical Industries Portfolio, it will be benchmarked to the MSCI US Investable Market Industrials Index and renamed Industrials Portfolio.</R>
<R>The Board of Trustees, including the Independent Trustees, recommends modifying Cyclical Industries Portfolio so that it focuses on the industrials market sector and compares its performance to the MSCI US Investable Market Industrials Index. Industrials companies are largely a subset of so-called cyclical industries companies.</R>
Currently, the fund invests primarily in companies engaged in the research, development, manufacture, distribution, supply, or sale of materials, equipment, products or services related to cyclical industries. These include companies in the automotive, chemical, construction and housing, defense and aerospace, environmental, industrial equipment and materials, and transportation industries.
<R>If shareholders approve the proposals that follow, the fund will narrow its focus to invest primarily in companies engaged in the research, development, manufacture, distribution, supply, or sale of industrial products, services, or equipment. Like cyclical products, services, and equipment, industrial products, services, and equipment, such as capital goods, construction services, machinery, commercial services, and transportation, are generally considered to be sensitive to the business cycle. As discussed elsewhere in this proxy statement, Fidelity proposes to offer a separate fund focused on materials. The industrials sector also generally can be affected by changes in consumer sentiment and spending, commodity prices, legislation, government regulation and spending, import controls, and worldwide competition.</R>
Top ten holdings for the fund's current and proposed benchmark index are shown below. A fund's benchmark index is illustrative of its potential investment universe, and the holdings comparison provides some indication of how the fund's investment universe may change.
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Boldtext indicates constituents in both benchmarks, though not necessarily in the top 10 of both.
<R>The fund may or may not hold any of the securities named above. Unlike the MSCI US Investable Market Industrials Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
<R>The MSCI US Investable Market Industrials Index is "uncapped," meaning the weighting of a company in the index is determined by its relative size, regardless of how much of the index a company represents. Historically, the fund's benchmark has been "capped," but going forward there is a potential for the fund to be run in a more concentrated manner. The fund may concentrate its assets in relatively few companies or invest a significant percentage of its assets (up to 25%) in a single company. This means the fund's performance could be closely tied to one or a few companies, and its performance could be more volatile.</R>
The following graph and chart below compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you to compare the performance and volatility of these representations over time.
<R>
</R>
<R>Annual total returns shown for: Cyclical Industries Portfolio (inception 3/3/97); MSCI US Investable Market Industrials Index; Goldman Sachs Cyclical Industries Index.</R>
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<R>The fund will be benchmarked to the MSCI US Investable Market Industrials Index and renamed Industrials Portfolio, and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in the research, development, manufacture, distribution, supply, or sale of materials, equipment, products, or services related to cyclical industries, the fund will normally invest at least 80% of assets in securities of companies principally engaged in the research, development, manufacture, distribution, supply, or sale of industrial products, services, or equipment.
<R>None of the changes will be implemented for Cyclical Industries Portfolio and its current name and policies will remain unchanged unless the following proposals are approved.</R>
<R>3A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Cyclical Industries Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies engaged in the research, development, manufacture, distribution, supply or sale of materials, equipment, products or services related to cyclical industries."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in companies engaged in the research, development, manufacture, distribution, supply, or sale of [materials, equipment, products or services related to cyclical industries]industrial products, services, or equipment." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the industrials market sector, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 3B are not approved by the shareholders of the fund, the fund's current policy will remain unchanged.
<R>3B. To modify the fundamental concentration policy of Cyclical Industries Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]the industrials industries." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the industrials market sector, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 3A are not approved by the shareholders of the fund, the fund's current policy will remain unchanged.
<R>Developing Communications Portfolio</R>
<R>If the proposals below are approved for Developing Communications Portfolio, it will be benchmarked to the MSCI US Investable Market Communications Equipment Index and renamed Communications Equipment Portfolio.</R>
<R>The Board of Trustees, including the Independent Trustees, recommends modifying Developing Communications Portfolio so that it focuses on the communications equipment industries and compares its performance to the MSCI US Investable Market Communications Equipment Index. In recent years the communications industry has been converging. The proposed change would allow the fund to invest more broadly in both established and developing companies, while focusing the fund on equipment rather than service providers.</R>
Currently, the fund invests primarily in companies engaged in the development, manufacture, or sale of emerging communications services or equipment. Emerging communications are those which derive from new technologies or new applications of existing technologies. These communications companies include companies involved in cellular communications, software development, video conferencing, data processing, personal communications networks, special mobile radio, fiber optic transmission, microwave, satellite, local and wide area networking, and other transmission electronics.
<R>If shareholders approve the proposals that follow, the fund will invest primarily in companies engaged in the development, manufacture, or sale of communications equipment. Select Telecommunications, another fund in the Select Portfolio product line, will continue to offer exposure to communications services companies.</R>
The communications equipment industries generally can be affected by intense competition, product compatibility, consumer preferences, corporate capital expenditures, and rapid obsolescence.
Top ten holdings for the fund's current benchmark (a custom Fidelity benchmark prepared by FMR and made up of stocks in the fund's investment universe) and proposed benchmark index are shown below. A fund's benchmark index is illustrative of its potential investment universe, and the holdings comparison provides some indication of how the fund's investment universe may change.
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Boldtext indicates constituents in both benchmarks, though not necessarily in the top 10 of both.
<R>The fund may or may not hold any of the securities named above. Unlike the MSCI US Investable Market Communications Equipment Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
<R>The MSCI US Investable Market Communications Equipment Index is "uncapped," meaning the weighting of a company in the index is determined by its relative size, regardless of how much of the index a company represents. Historically, the fund's benchmark has been "capped," but going forward there is a potential for the fund to be run in a more concentrated manner. The fund may concentrate its assets in relatively few companies or invest a significant percentage of its assets (up to 25%) in a single company. This means the fund's performance could be closely tied to one or a few companies, and its performance could be more volatile.</R>
The following graph and chart below compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you to compare the performance and volatility of these representations over time.
<R>
</R>
<R>Annual total returns shown for: Developing Communications Portfolio (inception 6/29/90); MSCI US Investable Market Communications Equipment Index; Fidelity Custom Benchmark.</R>
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<R>The fund will be benchmarked to the MSCI US Investable Market Communications Equipment Index and renamed Communications Equipment Portfolio, and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in the development, manufacture, or sale of emerging communications services or equipment, the fund will normally invest at least 80% of assets in securities of companies principally engaged in the development, manufacture, or sale of communications equipment.
<R>None of the changes will be implemented for Developing Communications Portfolio and its current name and policies will remain unchanged unless the following proposals are approved.</R>
<R>4A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Developing Communications Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies engaged in the development, manufacture, or sale of emerging communications services or equipment."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in companies engaged in the development, manufacture, or sale of [emerging] communications [services or] equipment." (proposed deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the communications equipment industries, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 4B are not approved by the shareholders of the fund, the fund's current policy will remain unchanged.
<R>4B. To modify the fundamental concentration policy of Developing Communications Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]the communications equipment industries." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the communications equipment industries, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 4A are not approved by the shareholders of the fund, the fund's current policy will remain unchanged.
<R>Food and Agriculture Portfolio</R>
<R>If the proposals below are approved for Food and Agriculture Portfolio, it will be benchmarked to the MSCI US Investable Market Consumer Staples Index and renamed Consumer Staples Portfolio.</R>
<R>The Board of Trustees, including the Independent Trustees, recommends modifying Food and AgriculturePortfolio so that it focuses on the consumer staples market sector and compares its performance to the MSCI US Investable Market Consumer Staples Index. Food and agriculture companies are a subset of the broader consumer staples sector, which includes other types of consumer staples companies as well.</R>
Currently, the fund invests primarily in companies engaged in the manufacture, sale, or distribution of food and beverage products, agricultural products, and products related to the development of new food technologies. The fund does not currently invest in consumer staples companies other than food and agriculture-related companies.
If shareholders approve the proposals that follow, the fund will broaden its focus to invest primarily in companies engaged in the manufacture, sale, or distribution of consumer staples such as household and personal care products as well as food, beverages, and tobacco.
The consumer staples sector generally can be affected by demographic and product trends, competitive pricing, marketing campaigns, environmental factors, and government regulation, as well as the performance of the overall economy, interest rates, consumer confidence.
Top ten holdings for the fund's current benchmark (a custom Fidelity benchmark prepared by FMR and made up of stocks in the fund's investment universe) and proposed benchmark index are shown below. A fund's benchmark index is illustrative of its potential investment universe, and the holdings comparison provides some indication of how the fund's investment universe may change.
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Boldtext indicates constituents in both benchmarks, though not necessarily in the top 10 of both.
<R>The fund may or may not hold any of the securities named above. Unlike the MSCI US Investable Market Consumer Staples Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
<R>The MSCI US Investable Market Consumer Staples Index is "uncapped," meaning the weighting of a company in the index is determined by its relative size, regardless of how much of the index a company represents. Historically, the fund's benchmark has been "capped," but going forward there is a potential for the fund to be run in a more concentrated manner. The fund may concentrate its assets in relatively few companies or invest a significant percentage of its assets (up to 25%) in a single company. This means the fund's performance could be closely tied to one or a few companies, and its performance could be more volatile.</R>
The following graph and chart below chart compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you to compare the performance and volatility of these representations over time.
<R>
</R>
<R>Annual total returns shown for: Food and Agriculture Portfolio (inception 7/29/85); MSCI US Investable Market Consumer Staples Index; Fidelity Custom Benchmark.</R>
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<R>The fund will be benchmarked to the MSCI US Investable Market Consumer Staples Index and renamed Consumer Staples Portfolio, and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in the manufacture, sale, or distribution of food and beverage products, agricultural products, and products related to the development of new food technologies, the fund will normally invest at least 80% of assets in securities of companies principally engaged in the manufacture, sale, or distribution of consumer staples.
<R>None of the changes will be implemented for Food and Agriculture Portfolio and its current name and policies will remain unchanged unless the following proposals are approved.</R>
<R>5A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Food and Agriculture Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies engaged in the manufacture, sale, or distribution of food and beverage products, agricultural products, and products related to the development of new food technologies."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in companies engaged in the manufacture, sale, or distribution of [food and beverage products, agricultural products, and products related to the development of new food technologies]consumer staples." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the consumer staples market sector, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 5B are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>5B. To modify the fundamental concentration policy of Food and Agriculture Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]the consumer staples industries." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the consumer staples market sector, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 5A are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>Industrial Materials Portfolio</R>
<R>If the proposals below are approved for Industrial MaterialsPortfolio, it will be benchmarked to the MSCI US Investable Market Materials Index and renamed Materials Portfolio.</R>
<R>The Board of Trustees, including the Independent Trustees, recommends modifying Industrial MaterialsPortfolio so that it focuses on the materials market sector and compares its performance to the MSCI US Investable Market Materials Index. Industrial materials companies are a subset of the broader materials sector, which includes other types of materials companies but excludes certain related services such as trucking and railroads.</R>
Currently, the fund invests primarily in companies engaged in the manufacture, mining, processing, or distribution of raw materials and intermediate goods used in the industrial sector. These materials and goods include chemicals, metals, textiles, wood products, cement, and gypsum. These companies include mining, processing, transportation, and distribution companies, including equipment suppliers and railroads.
If shareholders approve the proposals that follow, the fund will broaden its focus beyond materials used in the industrial sector to invest in companies engaged in the manufacture, mining, processing, or distribution of raw materials and intermediate goods. The fund will invest in all types of materials, including industrial or agricultural materials and unfinished goods, such as chemicals, gases, metals, or other natural or synthetic materials.
The materials industry generally can be affected by the level and volatility of commodity prices, the exchange value of the dollar, import controls, worldwide competition, liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control.
Top ten holdings for the fund's current benchmark (a custom Fidelity benchmark prepared by FMR and made up of stocks in the fund's investment universe) and proposed benchmark index are shown below. A fund's benchmark index is illustrative of its potential investment universe, and the holdings comparison provides some indication of how the fund's investment universe may change.
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Bold text indicates constituents in both benchmarks, though not necessarily in the top 10 of both.
<R>The fund may or may not hold any of the securities named above. Unlike the MSCI US Investable Market Materials Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
<R>The MSCI US Investable Market Materials Index is "uncapped," meaning the weighting of a company in the index is determined by its relative size, regardless of how much of the index a company represents. Historically, the fund's benchmark has been "capped," but going forward there is a potential for the fund to be run in a more concentrated manner. The fund may concentrate its assets in relatively few companies or invest a significant percentage of its assets (up to 25%) in a single company. This means the fund's performance could be closely tied to one or a few companies, and its performance could be more volatile.</R>
The following graph and chart below compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you to compare the performance and volatility of these representations over time.
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</R>
<R>Annual total returns shown for: Industrial Materials Portfolio (inception 9/29/86); MSCI US Investable Market Materials Index; Fidelity Custom Benchmark.</R>
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<R>The fund will be benchmarked to the MSCI US Investable Market Materials Index and renamed Materials Portfolio, and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in the manufacture, mining, processing, or distribution of raw materials and intermediate goods used in the industrial sector, the fund will normally invest at least 80% of assets in securities of companies principally engaged in the manufacture, mining, processing, or distribution of raw materials and intermediate goods.
<R>None of the changes will be implemented for Industrial Materials Portfolio and its current name and policies will remain unchanged unless the following proposals are approved.</R>
<R>6A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Industrial Materials Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies engaged in the manufacture, mining, processing, or distribution of raw materials and intermediate goods used in the industrial sector."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in companies engaged in the manufacture, mining, processing, or distribution of raw materials and intermediate goods [used in the industrial sector]." (proposed deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the materials market sector, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 6B are not approved by the shareholders of the fund, the fund's current policy will remain unchanged.
<R>6B. To modify the fundamental concentration policy of Industrial Materials Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]the materials industries." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the materials market sector, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 6A are not approved by the shareholders of the fund, the fund's current policy will remain unchanged.
<R>Business Services and Outsourcing Portfolio</R>
<R>If the proposals below are approved for Business Services and OutsourcingPortfolio, it will be benchmarked to the MSCI US Investable Market IT Services Index and renamed IT Services Portfolio.</R>
<R>The Board of Trustees, including the Independent Trustees, recommends modifying Business Services and OutsourcingPortfolio so that it focuses on the information technology (IT) industries and compares its performance to the MSCI US Investable Market IT Services Index. Companies in the IT industries are a subset of the broad range of companies that provide business-related services.</R>
Currently, the fund invests primarily in companies that provide business-related services to companies and other organizations.These include companies that provide data processing, consulting, outsourcing, temporary employment, market research or database services, printing, advertising, computer programming, credit reporting, claims collection, mailing, and photocopying, typically on a contractual or fee basis.
If shareholders approve the proposals that follow, the fund will narrow its focus to invest primarily in companies engaged in providing information technology services. Information technology services, or IT services, involve the development and maintenance of telephone, computer, or data networks for businesses and other organizations.
<R>The information technology industries generally can be affected by competitive pressures, such as technological developments, fixed-rate pricing, and the ability to attract and retain skilled employees, fluctuations in demand for services, and government regulations of rates of return and services that may be offered.</R>
Top ten holdings for the fund's current benchmark (a custom Fidelity benchmark prepared by FMR and made up of stocks in the fund's investment universe) and proposed benchmark index are shown below. A fund's benchmark index is illustrative of its potential investment universe, and the holdings comparison provides some indication of how the fund's investment universe may change.
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Boldtext indicates constituents in both benchmarks, though not necessarily in the top 10 of both.
<R>The fund may or may not hold any of the securities named above. Unlike the MSCI US Investable Market IT Services Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
<R>The MSCI US Investable Market IT Services Index is "uncapped," meaning the weighting of a company in the index is determined by its relative size, regardless of how much of the index a company represents. Historically, the fund's benchmark has been "capped," but going forward there is a potential for the fund to be run in a more concentrated manner. The fund may concentrate its assets in relatively few companies or invest a significant percentage of its assets (up to 25%) in a single company. This means the fund's performance could be closely tied to one or a few companies, and its performance could be more volatile.</R>
The following graph and chart below compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you to compare the performance and volatility of these representations over time.
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</R>
<R>Annual total returns shown for: Business Services and Outsourcing Portfolio (inception 2/4/98); MSCI US Investable Market IT Services Index (inception 5/1/03); Fidelity Custom Benchmark.</R>
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<R>The fund will be benchmarked to the MSCI US Investable Market IT Services Index and renamed IT Services Portfolio, and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in providing business-related services to companies and other organizations, the fund will normally invest at least 80% of assets in securities of companies principally engaged in providing information technology services.
<R>None of the changes will be implemented for Business Services and Outsourcing Portfolio and its current name and policies will remain unchanged unless the following proposals are approved.</R>
<R>7A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Business Services and Outsourcing Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies that provide business-related services to companies and other organizations."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in companies [that provide business-related services to companies and other organizations]engaged in providing information technology services." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the information technology industries, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 7B are not approved by the shareholders of the fund, the fund's current policy will remain unchanged.
<R>7B. To modify the fundamental concentration policy of Business Services and Outsourcing Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]the information technology industries." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to facilitate positioning the fund to focus on the information technology industries, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 7A are not approved by the shareholders of the fund, the fund's current policy will remain unchanged.
<R>Construction and Housing Portfolio</R>
<R>The Board of Trustees, including the Independent Trustees, has approved comparing Construction and Housing Portfolio's performance to the MSCI US Construction & Housing Custom Index and recommends modifying the investment policies of the fund to better reflect its focus on the construction and housing industries.</R>
Currently, the fund invests primarily in companies engaged in the design and construction of residential, commercial, industrial and public works facilities, as well as companies engaged in the manufacture, supply, distribution or sale of products or services to these construction industries. These companies include companies that produce basic building materials, supply home furnishings, provide engineering or contracting services, and are involved in real estate development and construction financing.
If shareholders approve the proposals that follow, the fund's modified policies will better reflect its focus on housing, including retail homebuilders, as well as construction companies.
<R>The fund's current and proposed benchmark indices contain many of the same holdings. The fund's proposed new benchmark index, the MSCI US Construction & Housing Custom Index, does not include thrifts and mortgage finance companies, however, such as Fannie Mae and Countrywide Financial Corp. Select Home Finance, another fund in the Select Portfolio product line, will continue to offer exposure to thrifts and mortgage finance companies.</R>
<R>Unlike the MSCI US Construction and Housing Custom Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
<R>The MSCI US Construction and Housing Custom Index is "uncapped," meaning the weighting of a company in the index is determined by its relative size, regardless of how much of the index a company represents. Historically, the fund's benchmark has been "capped," but going forward there is a potential for the fund to be run in a more concentrated manner. The fund may concentrate its assets in relatively few companies or invest a significant percentage of its assets (up to 25%) in a single company. This means the fund's performance could be closely tied to one or a few companies, and its performance could be more volatile.</R>
The construction and housing industry can be affected by changes in government spending on housing subsidies, public works, and transportation facilities such as highways and airports, as well as changes in interest rates, consumer confidence and spending, taxation, demographic patterns, housing starts, and the level of new and existing home sales.
The following graph and chart below compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you to compare the performance and volatility of these representations over time.
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<R>Annual total returns shown for: Construction and Housing Portfolio (inception 9/29/86); MSCI US Construction & Housing Custom Index*; FMR Custom Benchmark.</R>
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* New benchmark - performance history beginning 1/1/03 is based on back-testing.
<R>The fund will be benchmarked to the MSCI US Construction & Housing Custom Index and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in the design and construction of residential, commercial, industrial, and public works facilities, as well as companies engaged in the manufacture, supply, distribution, or sale of products or services to these construction industries, the fund will normally invest at least 80% of assets in securities of companies principally engaged in the design and construction of residential, commercial, industrial and public works facilities, as well as companies engaged in the manufacture, supply, distribution, or sale of construction and housing products or services.
None of the changes will be implemented for Fidelity Select Construction and Housing Portfolio and its current policies will remain unchanged unless the following proposals are approved.
<R>8A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Construction and Housing Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies engaged in the design and construction of residential, commercial, industrial and public works facilities, as well as companies engaged in the manufacture, supply, distribution, or sale of products or services to these construction industries."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in companies engaged in the design and construction of residential, commercial, industrial and public works facilities, as well as companies engaged in the manufacture, supply, distribution, or sale of [products or services to these construction industries]construction and housing products or services." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to better reflect the fund's focus on the construction and housing industries, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 8B are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>8B. To modify the fundamental concentration policy of Construction and Housing Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]the construction and housing industries." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to better reflect the fund's focus on the construction and housing industries, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 8A are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>Banking Portfolio</R>
<R>The Board of Trustees, including the Independent Trustees, has approved comparing Banking Portfolio's performance to the MSCI US Investable Market Banks Index and recommends modifying the investment policies of the fund to modernize the definition of banking and better reflect its focus on the banking industry.</R>
<R>Currently, the fund invests primarily in companies engaged in accepting deposits and making commercial and principally non-mortgage consumer loans. These companies include state chartered banks, banks that are members of the Federal Reserve System, and U.S. institutions whose deposits are not insured by the federal government, as well as companies offering merchant banking, consumer and commercial finance, discount brokerage, leasing, and insurance.</R>
If shareholders approve the proposals that follow, the fund's modernized policies will better reflect its focus on banks, including commercial banks and financial institutions providing mortgage and mortgage-related services.
<R>The fund's current and proposed benchmark indices contain many of the same holdings. However, unlike the MSCI US Investable Market Banks Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
The banking industry can be affected by legislation, competition, and changing economic conditions.
The following graph and chart below compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you to compare the performance and volatility of these representations over time.
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</R>
<R>Annual total returns shown for: Banking Portfolio (inception 6/30/86); MSCI US Investable Market Banks Index; FMR Custom Benchmark.</R>
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<R>The fund will be benchmarked to the MSCI US Investable Market Banks Index and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in accepting deposits and making commercial and principally non-mortgage consumer loans, the fund will normally invest at least 80% of assets in securities of companies principally engaged in banking.
<R>None of the changes will be implemented for Banking Portfolio and its current policies will remain unchanged unless the following proposals are approved.</R>
<R>9A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Banking Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies engaged in accepting deposits and making commercial and principally non-mortgage consumer loans."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in companies engaged in [accepting deposits and making commercial and principally non-mortgage consumer loans]banking." (proposed additional language isunderlined, deleted language is [bracketed])
<R>The primary purpose of the proposal is to eliminate outdated language and better reflect the fund's focus on the banking, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.</R>
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 9B are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>9B. To modify the fundamental concentration policy of Banking Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]banking." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to better reflect the fund's focus on banking, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 9A are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>Home Finance Portfolio</R>
<R>The Board of Trustees, including the Independent Trustees, has approved comparing Home Finance Portfolio's performance to the MSCI US Investable Market Thrifts & Mortgage Finance Index and recommends modifying the investment policies of the fund to better reflect the fund's focus on home finance.</R>
<R>Currently, the fund invests primarily in companies engaged in investing in real estate, usually through mortgages and other consumer-related loans.</R>
<R>If shareholders approve the proposals that follow, the fund's policies will be modernized to reflect that it invests primarily in companies providing mortgages and other consumer loans and related services associated with home finance. The fund's modernized policies will better reflect its focus on home finance and related services.</R>
<R>The fund's current and proposed benchmark indices contain many of the same holdings. However, unlike the MSCI US Investable Market Thrifts & Mortgage Finance Index, which includes only U.S. companies, the fund currently may invest in both domestic and foreign securities, and will continue to be able to do so. The fund also will retain its flexibility to purchase securities not included in its benchmark.</R>
<R>The MSCI US Investable Market Thrifts & Mortgage Finance Index is "uncapped," meaning the weighting of a company in the index is determined by its relative size, regardless of how much of the index a company represents. Historically, the fund's benchmark has been "capped," but going forward there is a potential for the fund to be run in a more concentrated manner. The fund may concentrate its assets in relatively few companies or invest a significant percentage of its assets (up to 25%) in a single company. This means the fund's performance could be closely tied to one or a few companies, and its performance could be more volatile.</R>
The thrifts and mortgage finance industries can be affected by regulatory changes, interest rate movements, home mortgage demand, refinancing activity, and residential delinquency trends.
The following graph and chart below compare the fund's performance to its current and proposed benchmarks. The current and proposed indices provide a representation of the fund's current and proposed investment universe and this chart allows you to compare the performance and volatility of these representations over time.
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<R>Annual total returns shown for: Home Finance Portfolio (inception 12/16/85); MSCI US Investable Market Thrifts & Mortgage Finance Index; FMR Custom Benchmark.</R>
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<R>The fund will be benchmarked to the MSCI US Investable Market Thrifts & Mortgage Finance Index and its new policies will take effect on the first day of the month following shareholder approval, provided that FMR may delay changes to the product line until all proposals in this proxy statement have been approved.</R>
If the proposals are approved, the fund also will change its name test policy. This means that instead of normally investing at least 80% of assets in securities of companies principally engaged in investing in real estate, usually through mortgages and other consumer-related loans, the fund will normally invest at least 80% of assets in securities of companies principally engaged in providing mortgages and other consumer loans and related services associated with home finance.
<R>None of the changes will be implemented for Home Finance Portfolio and its current policies will remain unchanged unless the following proposals are approved.</R>
<R>10A. To modify the fundamental "invests primarily" policy (the investment policy concerning the fund's primary investments) of Home Finance Portfolio.</R>
The fund's current fundamental investment policy concerning its primary investments states that the fund "invests primarily in companies engaged in investing in real estate, usually through mortgages and other consumer-related loans."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state that the fund "invests primarily in [companies engaged in investing in real estate, usually through mortgages and other consumer-related loans]companies providing mortgages and other consumer loans and related services associated with home finance." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to better reflect the fund's focus on mortgage finance and related services, as explained above. If the proposal is approved, the modified fundamental investment policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 10B are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.
<R>10B. To modify the fundamental concentration policy of Home Finance Portfolio.</R>
The fund's current fundamental investment policy concerning the concentration of its investments within a single industry states: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in the business activities having the specific characteristics denoted by the fund."
The Trustees recommend that shareholders of the fund vote to modify this fundamental investment policy to state: "The fund may not purchase the securities of any issuer if, as a result, less than 25% of the fund's total assets would be invested in the securities of issuers principally engaged in [the business activities having the specific characteristics denoted by the fund]the thrifts and mortgage finance industries." (proposed additional language isunderlined, deleted language is [bracketed])
The primary purpose of the proposal is to better reflect the fund's focus on mortgage finance and related services, as explained above. If the proposal is approved, the modified fundamental concentration policy cannot be changed again without the approval of shareholders.
CONCLUSION. The Trustees recommend voting FOR the proposal. If this proposal and proposal 10A are not approved by the shareholders of the fund, the fund's current fundamental policies will remain unchanged.Appendix G.
OTHER BUSINESS
The Board knows of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons therein designated.
ADVISORY BOARD MEMBERS AND EXECUTIVE OFFICERS OF THE FUNDS**
<R>Alan J. Lacy, Peter S. Lynch, Albert R. Gamper, Jr.,Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley, and James H. KeyesDavid M. Thomas are currently Members of the Advisory Board of Fidelity Select Portfolios.the trusts. The executive officers of the funds include: Stephen P. Jonas, Walter C. Donovan, Charles S. Morrison, David L. Murphy,Bruce T. Herring, Brian Hogan, Robert A. Litterst,Lawrence, Eric D. Roiter, Stuart Fross, Christine Reynolds,Scott C. Goebel, R. Stephen Ganis, Paul M. Murphy,Joseph B. Hollis, Kenneth A. Rathgeber, Bryan A. Mehrmann, Kimberley H. Monasterio, John H. Costello, Peter L. Lydecker, Mark Osterheld,Paul M. Murphy, Kenneth B. Robins, Robert G. Byrnes, and Gary W. Ryan, and Salvatore Schiavone.Ryan. Additional information about Mr. Jonas, Mr. Gamper,Alan J. Lacy, Joseph Mauriello, Michael E. Wiley, and Mr. KeyesDavid M. Thomas can be found in Proposal 1. Additional information about Mr.Messrs. Arthur E. Johnson and Lynch, and other executive officers of the funds, can be found in the following table. </R>
<R>The executive officers and Advisory Board Members hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109. Correspondence intended for Messrs. GamperAlan J. Lacy, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley, and KeyesDavid M. Thomas may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.</R>
Name, Age; Principal Occupation* | |
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<R>Year of Election or Appointment: <R>Member of the Advisory Board. Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of | |
Peter S. Lynch (63) | |
Year of Election or Appointment: 2003 Member of the Advisory Board. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director | |
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Walter C. Donovan | |
Year of Election or Appointment: 2007 Vice President of Fidelity's | |
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Brian B. Hogan (43) | |
Year of Election or Appointment: 2007 Vice President of Fidelity's Sector Funds. Mr. Hogan is Senior Vice President of Equity Research (2006-present). Mr. Hogan also serves as Vice President of | |
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Eric D. Roiter | |
Year of Election or Appointment: 1998
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Year of Election or Appointment: Assistant Secretary. Mr. Goebel is an employee of FMR. | |
R. Stephen Ganis (41) | |
Year of Election or Appointment: 2007 Anti-Money Laundering (AML) | |
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Year of Election or Appointment: Chief Financial | |
Kenneth A. Rathgeber | |
Year of Election or Appointment: 2004 Chief Compliance | |
Bryan A. Mehrmann | |
Year of Election or Appointment: 2005 Deputy | |
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Kenneth B. Robins | |
Year of Election or Appointment: 2005 Deputy Treasurer | |
Robert G. Byrnes | |
Year of Election or Appointment: 2005 Assistant | |
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Peter L. Lydecker | |
Year of Election or Appointment: 2004 Assistant | |
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Year of Election or Appointment: Assistant | |
Gary W. Ryan | |
Year of Election or Appointment:2005 Assistant | |
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* Except as otherwise indicated, each individual has held the office shown or other offices in the same company for the last five years.
<R>** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.</R>
<R>2. TO AMEND THE DECLARATION OF TRUST TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS.</R>
<R>Each funds' Declaration of Trust currently provides that a majority of the shares entitled to vote shall be a quorum for the transaction of business at a shareholders' meeting. As amended, each Declaration of Trust (Article VIII, Section 3) would reduce the quorum required to one-third of the shares entitled to vote.</R>
<R>Lowering the quorum requirement will facilitate holding shareholder meetings to approve important matters necessary for the conduct of a trust's business, such as the election of Trustees. When not enough shareholders vote, a trust may be forced to adjourn meetings multiple times and incur the expense of additional shareholder solicitations and proxy solicitors in order to obtain the shareholder vote necessary to hold a meeting. The reduced quorum requirement is not prohibited by Massachusetts or federal law.</R>
<R>Although the lower quorum requirement will allow for the approval of some matters by shareholders constituting less than a majority of the outstanding shares, certain other proposals will still require a higher number of shares to be voted to meet the threshold required to approve the proposal. For example, the Investment Company Act of 1940 (1940 Act) requires that certain items, such as management contracts and 12b-1 plans, be approved by a majority of a fund's outstanding voting securities. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at a shareholder meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The reduced quorum requirement will not affect such matters.</R>
<R>Shareholders have the right to vote on any Declaration of Trust amendment affecting their right to vote or on any matter submitted to the shareholders by the Trustees. On May 17, 2007, the Trustees approved the proposed amendment and also authorized its submission to each trust's shareholders for their approval at this Meeting.</R>
<R>If approved, Article VIII, Section 3 of each Declaration of Trust will be amended as follows (new language is underlined; language to be deleted is [bracketed]): </R>
<R>ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS</R>
<R>QUORUM AND REQUIRED VOTE</R>
<R>Section 3.Except when a higher quorum is required by any provision of this Declaration of Trust or the Bylaws, one-third [A majority] of Shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any Series or Class shall vote as a Series or Class thenone-third [a majority] of the aggregate number of Shares of that Series or Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by applicable law or by any provision of this Declaration of Trust or the Bylaws, if any, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any Series or Class shall vote as a Series or Class, then a majority of the Shares of that Series or Class voted on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act by unanimous written consent. Actions taken by a Series or Class may be consented to unanimously in writing by Shareholders of that Series or Class.</R>
<R>Conclusion. The Board of Trustees of each trust has concluded that the proposal will benefit the trust and its shareholders. The Trustees recommend voting FOR the proposal. The amended Declaration of Trust will become effective upon shareholder approval. If the proposal is not approved by shareholders of a trust, the Declaration of Trust will remain unchanged.</R>
STANDING COMMITTEES OF THE FUNDS' TRUSTEES
Correspondence intended for each Independent Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each Interested Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts, 02109. The current process for collecting and organizing shareholder communications requires that the Board of Trustees receive copies of all communications addressed to it. All communications addressed to the Board of Trustees or any individual Trustee are logged and sent to the Board or individual Trustee. The fund doesfunds do not hold annual meetings and therefore doesdo not have a policy with regard to Trustees' attendance at such meetings. However, as a matter of practice, at least one Trustee attends special meetings.
The Board of Trustees has established various committees to support the Independent Trustees in acting independently in pursuing the best interests of the Fidelity funds and their shareholders. The committees facilitate the timely and efficient consideration of all matters of importance to Independent Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 12 standing committees. The members of each committee are Independent Trustees. In connection with implementing a two-Board structure, it is expected that the equity and high income Board will have a similar committee structure, except that the Board will not have the following two committees: Fixed-Income Contract and Fund Oversight: Fixed-Income and Asset Allocation. See Appendix H for the number of meetings each standing committee held during each fund's last fiscal year.
The Operations Committee is composed of all of the Independent Trustees, with Dr. GatesMr. Lautenbach currently serving as Chair. The committee normally meets monthly (except August), or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the Fidelity funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders, significant litigation, and the voting of proxies of portfolio companies. 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 February 28, 2006,the committee held 12 meetings.
The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Dr. GatesMr. 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 their classification as liquid or illiquid and monitors matters of disclosure to the extent required to fulfill its statutory responsibilities. The committee provides oversight regarding the investment policies relating to, and Fidelity funds' investment in, non-traditional securities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal year ended February 28, 2006,the committee held four meetings.
<R>The Board of Trustees has established three Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair) and Mr. Dirks), the Equity II Committee (composed of Messrs. LautenbachStavropoulos (Chair), Gamper, and Stavropoulos), the Fixed-Income, International, and Special Committee (composed of Mr. Dirks (Chair), Ms. Knowles, and Ms. Small)Lautenbach), and the SelectFixed-Income and Asset Allocation Committee (composed of Mr.Messrs. Wolfe (Chair), Gamper, and Keyes, Dr. Heilmeier and Mr. McCoy)Ms. Knowles). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant Fidelity fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. The Fixed-Income, International,TheFixed-Income and SpecialAsset Allocation Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues, and of international research.issues. The Select and Asset AllocationEquity I Committee has oversight of FMR's equity investment research. Each committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental 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. Prior to July 2005,November 2007, the three Fund Oversight Committees were the Equity Committee; the Fixed-Income, International, and Special Committee was known as the Fixed-Income and International Committee,Committee; and the Select and Asset Allocation Committee was known as the Select and Special Committee. During the fiscal year ended February 28, 2006,the Equity Committee held 10 meetings, the Fixed-Income, International, and Special Committee held 12 meetings, and the Select and Asset Allocation Committee held nine meetings.</R>
<R>The Board of Trustees has established two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. LautenbachStavropoulos (Chair), Dirks, Gamper, Stavropoulos,Lautenbach, and Wolfe)Ms. Small) and the Fixed-Income Contract Committee (composed of Mr. DirksMessrs. Wolfe (Chair), Ms. Knowles,Gamper, and Keyes, Dr. Heilmeier, and Ms. Small)Knowles). Each committee will ordinarily meet as needed to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Independent Trustees in their consideration of investment advisory agreements of each fund. Each committee receives information on and makes recommendations concerning the approval of investment advisory agreements between the Fidelity funds and FMR and its affiliates and any non-FMR affiliate that serves as a sub-adviser to a Fidelity fund (collectively, "investment advisers") and the annual review of these contracts. The Fixed-Income Contract Committee will beis responsible for investment advisory agreements of the fixed-income and asset allocation funds. The Equity Contract Committee will beis responsible for the investment advisory agreements of all other funds. With respect to each fund under its purview, each committee: requests and receives information on the nature, extent, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance, the investment performance of the investment adviser, and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the cost of the services to be provided and the profitability and other benefits that the investment advisers and their respective affiliates derive or will derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers the extent to which economies of scale would be realized as the funds grow and whether fee levels reflect those economies of scale for the benefit of fund investors; considers methodologies for determining the extent to which the funds benefit from economies of scale and refinements to these methodologies; considers information comparing the services to be rendered and the amount to be paid under the funds' contracts with those under other investment advisory contracts entered into with FMR and its affiliates and other investment advisers, such as contracts with other registered investment companies or other types of clients; considers such other matters and information as may be necessary and appropriate to evaluate investment advisory agreements of the funds; and makes recommendations to the Board concerning the approval or renewal of investment advisory agreements. Each committee will consult with the other committees of the Board of Trustees, and in particular with the Audit Committee and the applicable Fund Oversight Committees, in carrying out its responsibilities. Each committee's responsibilities are guided by Sections 15(c) and 36(b) of the 1940 Act. While each committee consists solely of Independent Trustees, its meetings may, depending upon the subject matter, be attended by one or more senior members of FMR's management or representatives of a sub-adviser not affiliated with FMR. During the fiscal year ended February 28, 2006, each Fund Contract Committee held three meetings.</R>
The Shareholder, Distribution and Brokerage Committee is composed of Messrs. StavropoulosDirks (Chair), Dirks,Gamper, and Lautenbach,Stavropoulos, and Ms. Small. The committee normally meets monthly (except August), or more frequently as called by the Chair. Regarding shareholder services, the committee considers the structure and amount of the Fidelity funds' 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 Fidelity funds by FMR and its affiliates, including pricing and bookkeeping services. Regarding brokerage, the committee monitors and recommends policies concerning the securities transactions of the Fidelity funds. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any allocation of portfolio transactions is not influenced by the sale of Fidelity fund shares. The committee also monitors brokerage and other similar relationships between the Fidelity funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution of fund shares, the committee considers issues bearing on the various distribution channels employed by the Fidelity funds, including issues regarding 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 finders' fees, and other means by which intermediaries are compensated for selling fundshares or providing shareholder servicing, including revenue sharing. The committee also considers issues bearing on the preparation and use of advertisements and sales literature for the Fidelity funds, policies and procedures regarding frequent purchase of Fidelity fund shares, and selective disclosure of portfolio holdings. During the fiscal year ended February 28, 2006,the Shareholder, Distribution and Brokerage Committee held 11 meetings.
The Audit Committee is composed of Ms. Knowles (Chair), Mr. Gamper, Dr. Heilmeier, and Messrs. McCoyKeyes and Wolfe. 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 Securities and Exchange Commission (SEC). The committee will have at least one committee member in common with the Compliance Committee. The committee normally meets monthly (except August), or more frequently as called by the Chair. The committee meets separately at least four times a year with the Fidelity funds' Treasurer, with personnel responsible for the internal audit function of FMR Corp.,LLC, and with the Fidelity funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the Fidelity funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the Fidelity funds and the funds' service providers, (ii) the financial reporting processes of the Fidelity funds, (iii) the independence, objectivity, and qualification of the auditors to the Fidelity funds, (iv) the annual audits of the Fidelity funds' financial statements, and (v) the accounting policies and disclosures of the Fidelity funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any Fidelity fund, and (ii) the provision by any outside auditor of certain non-audit services to Fidelity fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the Fidelity funds. It is responsible for approving all audit engagement fees and terms for the Fidelity funds, resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting, and has sole authority to hire and fire any auditor. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the Fidelity funds and any service providers consistent with Independent Standards Board Standard No. 1. The committee will receive reports of compliance with 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 Fidelity 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 Fidelity 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 Fidelity funds' or service providers' internal controls over financial reporting. The committee will review with counsel any legal matters that may have a material impact on the Fidelity funds' financial statements and any material reports or inquiries received from regulators or governmental agencies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the Fidelity funds' financial reporting process, will discuss with FMR, the Fidelity funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR Corp.LLC their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the Fidelity funds, and will review with FMR, the Fidelity funds' Treasurer, outside auditor, and internal auditor personnel of FMR Corp.LLC (to the extent relevant) the results of audits of the Fidelity funds' financial statements. The committee will review periodically the Fidelity funds' major internal controls exposures and the steps that have been taken to monitor and control such exposures. During the fiscal year ended February 28, 2006, the committee held 13 meetings.
<R>The Governance and Nominating Committee is composed of Dr. Gates (Chair) and Messrs. Lautenbach (Chair), Stavropoulos, and Stavropoulos.Wolfe. The committee meets as called by the Chair.AChair. A current copy of the Governance and Nominating Committee Charter With Respect to Nominations of Independent Trustees is available on Fidelity's website (www.fidelity.com) and is attached as Exhibit I1 to the trust's March 24, 2004this proxy statement. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee'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 Fidelity 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 recently retained a third-party search firm, which received a fee to compile a list of candidates based upon criteria established by the Independent Trustees. The committee may conduct or authorize investigations into or studies of matters within the committee's scope of responsibilities, and may retain, at the Fidelity funds' expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity funds, should be submitted to the Chair of the committee at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of FMR or its affiliates within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) that could create an appearance of lack of independence in respect of FMR and its affiliates; (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 11 meetings per year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the Fidelity funds' 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 February 28, 2006, the committee held 12 meetings.</R>
The Board of Trustees established the Compliance Committee (composed of Ms. Small (Chair), Ms. Knowles, and Messrs. LautenbachStavropoulos and Stavropoulos)Wolfe) in May 2005. 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 Fidelity 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 Chief Compliance Officer (CCO) of the Fidelity funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding compliance matters, and copies of 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 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 February 28, 2006, the committee held 13 meetings.
The Proxy Voting Committee is composed of Dr. HeilmeierMessrs. Gamper (Chair), Mr. Lautenbach,Dirks, and Ms. Small.Keyes. 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. The Board of Trustees established the current Proxy Voting Committee in January 2006. During the fiscal year ended February 28, 2006, the committee held one meeting.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMFIRMS
The firm of PricewaterhouseCoopers LLP (PwC) or Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities"), has been selected as the independent registered public accounting firm for each fund.the funds, as indicated in Appendix A. PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No. 1 (ISB No.1), hashave confirmed to the trust's Audit Committee of each trust, as applicable, that it isthey are the independent registered public accounting firmfirms with respect to the funds.
The independent registered public accounting firm examines annual financial statements for the funds and provides other audit-related, non-audit, and tax-related services to the funds. Representatives of PwCarePwC and Deloitte Entitiesare not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.
TheEach trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firmfirms relating to the operations or financial reporting of each of the Select funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.
<R>TheEach trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Audit Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to FMR and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service)but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.</R>
All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.
TheEach trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in itstheir audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with ISB No.1, regarding itstheir independence from the funds and itstheir related entities.
Audit Fees. For each of thefund's last two fiscal years, ended February 28, 2006 and February 28, 2005,the aggregate Audit Fees billed by PwC or Deloitte Entities for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for each fund and for all funds in the Fidelity Group of Funds are shown in the table below.Appendix I.
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<R>AAggregate amounts may reflect rounding.</R>
Audit-Related Fees. In each of thefund's last two fiscal years, ended February 28, 2006 and February 28, 2005, theno aggregate Audit-Related Feesfees were billed by PwC foror Deloitte Entitiesfor services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown inFees. For the table below.
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<R>A Aggregate amounts may reflect rounding.fiscal year ended July 31, 2006, no fees were were billed by Deloitte Entities to Fidelity Small Cap Opportunities Fund, as the fund did not commence operations until March 22, 2007.</R>
In each of thefund's last two fiscal years, ended February 28, 2006 and February 28, 2005, theno aggregate Audit-Related Fees that were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of the Fund Service Providers for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown inFees. For the table below.
Billed By | 2006A | 2005A |
PwC | $ 0 | $ 0 |
AAggregate amounts may reflect rounding.fiscal year ended July 31, 2006, no fees were were billed by Deloitte Entities to Fidelity Small Cap Opportunities Fund, as the fund did not commence operations until March 22, 2007.
Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.
There were no amounts that were approved by thea trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years ended February 28, 2006 and February 28, 2005 on behalf of eachany fund.
There were no amounts that were required to be approved by thea trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years ended February 28, 2006 and February 28, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of eachany fund.
Tax Fees. In each of thefund's last two fiscal years, ended February 28, 2006 and February 28, 2005,the aggregate Tax Fees billed by PwC or Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.
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<R>AAggregate amounts may reflect rounding.</R>Appendix J.
In each of thefund's last two fiscal years, ended February 28, 2006 and February 28, 2005, theno aggregate Tax Fees were billed by PwC or Deloitte Entities, as applicable, that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.
Billed By | 2006A | 2005A |
PwC | $ 0 | $ 0 |
AAggregate amounts may reflect rounding.fund.
Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.
There were no amounts that were approved by thea trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years ended February 28, 2006 and February 28, 2005 on behalf of eachany fund.
There were no amounts that were required to be approved by thea trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years ended February 28, 2006 and February 28, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of eachany fund.
All Other Fees. In each of the funds' last two fiscal years, ended February 28, 2006 and February 28, 2005, the aggregate Other Fees billed by PwC or Deloitte Entities for all other non-audit services rendered to the funds is shown in the table below.
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<R>AAggregate amounts may reflect rounding.</R>Appendix K.
In each of the funds' last two fiscal years, ended February 28, 2006 and February 28, 2005, the aggregate Other Fees billed by PwC or Deloitte Entities that were required to be approved by thea trust's Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.
Billed By | 2006A | 2005A |
PwC | $ 155,000 | $ 520,000 |
AAggregate amounts may reflect rounding.Appendix L.
Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.
There were no amounts that were approved by thea trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years ended February 28, 2006 and February 28, 2005 on behalf of eachany fund.
There were no amounts that were required to be approved by thea trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years ended February 28, 2006 and February 28, 2005 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of eachany fund.
<R>For the funds' last two fiscal years, ended February 28, 2006 and February 28, 2005, the aggregate fees billed by PwC of and $1,325,000A and $1,450,000Arespectively,Deloitte Entities, for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.</R>
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<R>AAggregate amounts may reflect rounding.</R>Appendix M.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
<R>The trust doestrusts do not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Trust,Trusts, 82 Devonshire Street, Boston, Massachusetts 02109. Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included. Persons named as proxies for any subsequent shareholder meeting will vote in their discretion with respect to proposals submitted on an untimely basis.</R>
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust,trusts, in care of Fidelity Service Company, Inc., P.O. Box 789, Boston, MA 02109, (other than for Advisor classes), or Fidelity Investments Institutional Operations Company, Inc., 100 Salem St., Smithfield, RI, 02197, (Advisor classes only), whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports you wish to receive in order to supply copies to the beneficial owners of the respective shares.
<R>Fidelity is a registered trademark of FMR Corp.EXHIBIT 1</R>
GOVERNANCE AND NOMINATING COMMITTEE CHARTER
WITH RESPECT TO NOMINATIONS OF INDEPENDENT TRUSTEES
This charter relates to the responsibilities of the Governance and Nominating Committee in connection with the nomination of Independent Trustees.
The third party marks appearingGovernance and Nominating Committee will consist solely of Independent Trustees. The Chair of the Independent Trustees will be the Chair of the Committee. If a Vice Chair of the Independent Trustees has been designated, such Vice Chair will normally serve on the Committee. The Committee will meet as called by the Chair. A quorum will include at least two Independent Trustees.
The Committee will make nominations for the appointment or election of Independent Trustees in accordance with the Independent Trustee's Statement of Policy on Criteria for Selecting Independent Trustees ("Statement of Policy") (attached as Appendix A). The selection of Independent Trustees will be committed solely to the discretion of the Independent Trustees; persons so selected will be "disinterested" in terms of both the letter and spirit of the Investment Company Act. The Committee will also make nominations for the appointment of any non-management member of any Advisory Board.
The Committee will periodically review the Statement of Policy, which may from time to time be revised by vote of a majority of Independent Trustees upon the recommendation of the Governance and Nominating Committee.
The Committee will have sole authority to retain and terminate any search firm used to identify Independent Trustee candidates, including sole authority to approve such firm's fees and other retention terms.
The Committee will consider Independent Trustee candidates recommended by Fund shareholders. Any such candidates will be considered based upon the criteria applied to candidates presented to the Committee by a search firm or other sources, as set forth in the Statement of Policy. The names of such candidates should be submitted to the Chairman of the Committee in writing at the address maintained for communications with Independent Trustees. The submission should be accompanied by appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity Funds. If the Committee retains a search firm, the Chairman will forward all such submissions to the search firm for evaluation.
APPENDIX A TO EXHIBIT 1
December 2003
STATEMENT OF POLICY ON CRITERIA
FOR SELECTING INDEPENDENT TRUSTEES
The Governance and Nominating Committee of the Board of Trustees of the Fidelity Funds has adopted this Statement of Policy to memorialize its views as to the appropriate criteria for selecting Independent Trustees of the Funds. This Statement has been prepared in connection with filling vacancies among the Independent Trustees that are expected to arise through the end of 2004.
The Governance and Nominating Committee expects that all candidates will have the following characteristics:
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.
The following characteristics are desirable, but not mandatory:
The following are desirable characteristics of the Independent Trustees as a group:
APPENDIX A
<R>List of funds, fiscal year ends, and fund auditors.</R>
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Form of Proxy Card: Air Transportation Portfolio, Automotive Portfolio, Biotechnology Portfolio, Brokerage and Investment Management Portfolio, Chemicals Portfolio, Computers Portfolio, Defense and Aerospace Portfolio, Electronics Portfolio, Energy Portfolio, Energy Service Portfolio, Environmental Services Portfolio, Financial Services Portfolio, Gold Portfolio, Health Care Portfolio, Industrial Equipment Portfolio, Insurance Portfolio, Leisure Portfolio, Medical Delivery Portfolio, Medical Equipment and Systems Portfolio, Money Market Portfolio, Multimedia Portfolio, Natural Gas Portfolio, Natural Resources Portfolio, Networking and Infrastructure Portfolio, Paper and Forest Products Portfolio, Pharmaceuticals Portfolio, Retailing Portfolio, Software and Computer Services Portfolio, Technology Portfolio, Telecommunications Portfolio, Transportation Portfolio, Utilities Growth Portfolio, Wireless Portfolio
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FIDELITY CONGRESS STREET FUND |
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FIDELITY CONTRAFUND |
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Advisor New Insights2 |
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Contrafund2 |
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FIDELITY DEVONSHIRE TRUST |
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Equity-Income2 | 1/31 | |
Large Cap Growth1,2 | 1/31 | |
Large Cap Value1,2 | 1/31 | |
Mid Cap Growth1,2 | 1/31 | |
Mid Cap Value1,2 | 1/31 | |
Real Estate Investment2 | 7/31 | |
Utilities2 | 1/31 | |
FIDELITY EXCHANGE FUND | ||
Exchange2 | 12/31 | |
FIDELITY PURITAN TRUST | ||
Balanced2 | 8/31 | |
Low-Priced Stock2 | 7/31 | |
Puritan2 | 8/31 | |
Fidelity Value Discovery3 | 7/31 | |
FIDELITY SECURITIES FUND | ||
Advisor Aggressive Growth2 | 11/30 | |
Blue Chip Growth3 | 7/31 | |
Blue Chip Value2 | 7/31 | |
Dividend Growth2 | 7/31 | |
Growth & Income2 | 7/31 | |
International Real Estate1,2 | 7/31 | |
Leveraged Company Stock2 | 7/31 | |
OTC3 | 7/31 | |
| FYE | |
Real Estate Income3 | 7/31 | |
Small Cap Growth1,2 | 7/31 | |
Small Cap Opportunities3 | 7/31 | |
Small Cap Value1,2 | 7/31 | |
FIDELITY SUMMER STREET TRUST | ||
Capital & Income2 | 4/30 | |
Export and | 8/31 | |
Focused High Income2 | 4/30 | |
High Income2 | 4/30 | |
New Markets Income2 | 12/31 | |
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.
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Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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Communications Equipment2 | 2/28 | |||||
Computers2 | 2/28 | |||||
Construction and Housing2 | 2/28 | |||||
Consumer Discretionary2 | 2/28 | |||||
Consumer Staples1,2 | 2/28 | |||||
Defense and Aerospace2 | 2/28 | |||||
Electronics2 | 2/28 | |||||
Energy2 | 2/28 | |||||
Energy Service2 | 2/28 | |||||
Environmental2 | 2/28 | |||||
Financial Services2 | 2/28 | |||||
Gold1,2 | 2/28 | |||||
TRUSTS/Funds | FYE | |||||
Health Care2 | 2/28 | |||||
Home Finance2 | 2/28 | |||||
Industrial Equipment2 | 2/28 | |||||
Industrials2 | 2/28 | |||||
Insurance2 | 2/28 | |||||
IT Services2 | 2/28 | |||||
Leisure2 | 2/28 | |||||
Materials1,2 | 2/28 | |||||
Medical Delivery2 | 2/28 | |||||
Medical Equipment | 2/28 | |||||
Multimedia2 | 2/28 | |||||
Natural Gas2 | 2/28 | |||||
Natural Resources2 | 2/28 | |||||
Networking and Infrastructure2 | 2/28 | |||||
Paper and Forest Products2 | 2/28 | |||||
Pharmaceuticals2 | 2/28 | |||||
Retailing2 | 2/28 | |||||
Software and Computer | 2/28 | |||||
Technology2 | 2/28 | |||||
Telecommunications1,2 | 2/28 | |||||
Transportation2 | 2/28 | |||||
Utilities Growth2 | 2/28 | |||||
Wireless2 | 2/28 | |||||
FIDELITY TREND FUND | ||||||
Trend2 | 12/31 | |||||
1 Retail and Advisor classes
2 PWC serves as registered public accountant
3 Deloitte Entities serves as registered public accountant
<R>APPENDIX B</R>
<R>Fund Name</R> | <R>Estimated | <R>Estimated | ||||
<R>Advisor Aggressive Growth</R> | <R>$ 2,500.00</R> | <R>$ 2,500.00</R> | ||||
<R>Advisor New Insights </R> | <R>$ 2,500.00</R> | <R>$ 2,500.00</R> | ||||
<R>Balanced</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Blue Chip Growth</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Blue Chip Value</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Capital & Income</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Congress Street</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Contrafund</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Dividend Growth</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Equity-Income</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Exchange</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Export and Multinational</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Focused High Income</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Growth & Income</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>High Income </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>International Real Estate1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Large Cap Growth1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Large Cap Value1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Leveraged Company Stock</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Low-Priced Stock</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Mid Cap Growth1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Mid Cap Value1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>New Markets Income</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>OTC </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Puritan</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Real Estate Income </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Real Estate Investment </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Small Cap Growth1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Small Cap Opportunities</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Small Cap Value1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Trend</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Utilities</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Fidelity Value Discovery</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Fidelity Select Portfolios:</R> | ||||||
<R>Air Transportation </R> |
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<R>Automotive </R> |
| <R>$ 500.00</R> | ||||
<R>Banking </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Biotechnology </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Brokerage and Investment Management</R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Chemicals </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Communications Equipment </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Computers </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Construction and Housing </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Consumer Discretionary </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Consumer Staples1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Defense and Aerospace </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Electronics </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Energy </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Energy Service </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Environmental </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Financial Services </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Gold1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Health Care </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Home Finance </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Industrial Equipment </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Industrials </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Insurance </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>IT Services </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Leisure </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Materials1</R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Medical Delivery </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Medical Equipment and Systems </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Multimedia </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Natural Gas </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Natural Resources </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Networking and Infrastructure </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Paper and Forest Products </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Pharmaceuticals </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Retailing </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Software and Computer Services </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Technology </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Telecommunications1 </R> | <R>$ 3,000.00</R> | <R>$ 3,000.00</R> | ||||
<R>Transportation </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Utilities Growth </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>Wireless </R> | <R>$ 500.00</R> | <R>$ 500.00</R> | ||||
<R>1 Retail and Advisor classes</R>
APPENDIX C
Current voluntary expense caps (may be discontinued at any time):
Advisor Aggressive Growth: | ||||
Class A | Class T | Class B | Class C | Institutional |
1.30% | 1.55% | 2.05% | 2.05% | 1.05% |
<R>Advisor New Insights, Large Cap Value, Mid Cap Value:</R> | ||||
<R>Class A</R> | <R>Class T</R> | <R>Class B</R> | <R>Class C</R> | <R>Institutional</R> |
<R>1.25%</R> | <R>1.50%</R> | <R>2.00%</R> | <R>2.00%</R> | <R>1.00%</R> |
Blue Chip Value: 1.00% |
Congress Street, Exchange: 0.50% |
Focused High Income: 0.85% |
<R>International Real Estate:</R> | ||||
<R>Class A</R> |
| <R>Class B</R> | <R>Class C</R> | <R>Institutional</R> |
<R>1.50%</R> | <R>1.75%</R> | <R>2.25%</R> | <R>2.25%</R> | <R>1.25%</R> |
<R>Large Cap Growth, Mid Cap Growth:</R> | |||||
<R>Class A</R> | <R>Class T</R> | <R>Class B</R> | <R>Class C</R> | <R>Institutional</R> | <R>retail class </R> |
<R>1.25%</R> | <R>1.50%</R> | <R>2.00%</R> | <R>2.00%</R> | <R>1.00%</R> | <R>1.00%</R> |
<R>Small Cap Growth,Small Cap Value:</R> | ||||
<R>Class A</R> | <R>Class T</R> | <R>Class B</R> | <R>Class C</R> | <R>Institutional</R> |
<R>1.40%</R> | <R>1.65%</R> | <R>2.15%</R> | <R>2.15%</R> | <R>1.15%</R> |
Select Funds (other than Consumer Staples, Gold, Materials, |
<R>Select Consumer Staples, Select Gold, Select Materials, | |||||
<R>Class A</R> | <R>Class T</R> | <R>Class B</R> | <R>Class C</R> | <R>Institutional</R> | <R>retail class</R> |
<R>1.40%</R> | <R>1.65%</R> | <R>2.15%</R> | <R>2.15%</R> | <R>1.15%</R> | <R>1.15%</R> |
<R>APPENDIX D</R>
<R>Number of Shares as of 11/30/07</R> | |
<R>FIDELITY CONGRESS STREET FUND</R> | |
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|
<R> </R> | |
<R>Advisor New Insights: Class A</R> | <R>114,659,689</R> |
<R>Advisor New Insights: Class B</R> | <R>22,676,391</R> |
<R>Advisor New Insights: Class C</R> | <R>85,256,137</R> |
<R>Advisor New Insights: Class T</R> | <R>100,996,405</R> |
<R>Advisor New Insights: Institutional Class</R> | <R>97,947,095</R> |
<R>Contrafund</R> | <R>1,042,775,447</R> |
<R> | |
<R>Equity-Income</R> | <R>523,416,981</R> |
<R>Large Cap Growth (retail class)</R> | <R>14,507,679</R> |
<R>Advisor Large Cap Growth: Class A</R> | <R>115,872</R> |
<R>Advisor Large Cap Growth: Class T</R> | <R>95,191</R> |
<R>Advisor Large Cap Growth: Class B</R> | <R>38,294</R> |
<R>Advisor Large Cap Growth: Class C</R> | <R>70,731</R> |
<R>Advisor Large Cap Growth: Institutional Class</R> | <R>34,326</R> |
<R>Large Cap Value (retail class)</R> | <R>106,583,035</R> |
<R>Advisor Large Cap Value: Class A</R> | <R>631,778</R> |
<R>Advisor Large Cap Value: Class T</R> | <R>537,888</R> |
<R>Advisor Large Cap Value: Class B</R> | <R>165,843</R> |
<R>Advisor Large Cap Value: Class C</R> | <R>87,828</R> |
<R>Advisor Large Cap Value: Institutional Class</R> | <R>62,408</R> |
<R>Mid Cap Growth (retail class)</R> | <R>27,530,542</R> |
<R>Advisor Mid Cap Growth: Class A</R> | <R>126,229</R> |
<R>Advisor Mid Cap Growth: Class T</R> | <R>43,042</R> |
<R>Advisor Mid Cap Growth: Class B</R> | <R>31,757</R> |
<R>Advisor Mid Cap Growth: Class C</R> | <R>48,238</R> |
<R>Advisor Mid Cap Growth: Institutional Class</R> | <R>13,964</R> |
<R>Mid Cap Value (retail class)</R> | <R>50,204,071</R> |
<R>Advisor Mid Cap Value: Class A</R> | <R>386,982</R> |
<R>Advisor Mid Cap Value: Class T</R> | <R>206,843</R> |
<R>Advisor Mid Cap Value: Class B</R> | <R>86,516</R> |
<R>Advisor Mid Cap Value: Class C</R> | <R>140,653</R> |
<R>Advisor Mid Cap Value: Institutional Class</R> | <R>90,807</R> |
<R>Real Estate Investment </R> | <R>177,368,476</R> |
<R>Utilities</R> | <R>68,792,651</R> |
<R>FIDELITY EXCHANGE FUND</R> | |
<R>Exchange</R> | <R>664,857</R> |
<R>FIDELITY PURITAN TRUST</R> | |
<R>Balanced</R> | <R>1,360,788,459</R> |
<R>Low-Priced Stock</R> | <R>839,036,172</R> |
<R>Puritan</R> | <R>1,298,373,406</R> |
<R>Fidelity Value Discovery</R> | <R>68,942,568</R> |
<R>FIDELITY SECURITIES FUND</R> | |
<R>Advisor Aggressive Growth: Class A</R> | <R>1,050,659</R> |
<R>Advisor Aggressive Growth: Class T</R> | <R>1,617,560</R> |
<R>Advisor Aggressive Growth: Class B</R> | <R>793,807</R> |
<R>Advisor Aggressive Growth: Class C</R> | <R>722,042</R> |
<R>Advisor Aggressive Growth: Institutional Class</R> | <R>77,904</R> |
<R>Blue Chip Growth</R> | <R>376,532,890</R> |
<R>Blue Chip Value</R> | <R>47,308,783</R> |
<R>Dividend Growth</R> | <R>494,803,336</R> |
<R>Growth & Income </R> | <R>686,544,396</R> |
<R>International Real Estate (retail class)</R> | <R>60,298,930</R> |
<R>Advisor International Real Estate: Class A</R> | <R>536,694</R> |
<R>Advisor International Real Estate: Class T</R> | <R>185,808</R> |
<R>Advisor International Real Estate: Class B</R> | <R>91,361</R> |
<R>Advisor International Real Estate: Class C</R> | <R>225,984</R> |
<R>Advisor International Real Estate: Institutional Class</R> | <R>218,751</R> |
<R>Leveraged Company Stock</R> | <R>235,159,816</R> |
<R>OTC </R> | <R>176,714,272</R> |
<R>Real Estate Income</R> | <R>42,257,940</R> |
<R>Small Cap Growth (retail class)</R> | <R>79,253,755</R> |
<R>Advisor Small Cap Growth: Class A</R> | <R>2,531,738</R> |
<R>Advisor Small Cap Growth: Class T</R> | <R>1,678,614</R> |
<R>Advisor Small Cap Growth: Class B</R> | <R>424,014</R> |
<R>Advisor Small Cap Growth: Class C</R> | <R>1,545,111</R> |
<R>Advisor Small Cap Growth: Institutional Class</R> | <R>1,216,945</R> |
<R>Small Cap Opportunities</R> | <R>123,799,937</R> |
<R>Small Cap Value (retail class)</R> | <R>85,227,795</R> |
<R>Advisor Small Cap Value: Class A</R> | <R>4,529,543</R> |
<R>Advisor Small Cap Value: Class T</R> | <R>3,215,670</R> |
<R>Advisor Small Cap Value: Class B</R> | <R>836,286</R> |
<R>Advisor Small Cap Value: Class C</R> | <R>2,267,761</R> |
<R>Advisor Small Cap Value: Institutional Class</R> | <R>798,915</R> |
<R>FIDELITY SUMMER STREET TRUST</R> | |
<R>Capital & Income</R> | <R>1,105,524,942</R> |
<R>Export and Multinational</R> | <R>183,475,107</R> |
<R>Focused High Income</R> | <R>5,478,958</R> |
<R>High Income</R> | <R>593,968,460</R> |
<R>New Markets Income</R> | <R>143,080,767</R> |
<R>FIDELITY TREND FUND</R> | |
<R>Trend</R> | <R>14,976,038</R> |
<R>FIDELITY SELECT PORTFOLIOS</R> | |
<R>Air Transportation </R> | <R>1,261,837</R> |
<R>Automotive </R> | <R>1,029,999</R> |
<R>Banking </R> | <R>9,516,559</R> |
<R>Biotechnology </R> | <R>18,059,878</R> |
<R>Brokerage and Investment Management </R> | <R>11,119,918</R> |
<R>Chemical</R> | <R>3,083,148</R> |
<R>Communications Equipment </R> | <R>13,227,710</R> |
<R>Computers </R> | <R>11,945,902</R> |
<R>Construction and Housing </R> | <R>2,063,555</R> |
<R>Consumer Discretionary </R> | <R>1,149,124</R> |
<R>Consumer Staples (retail class)</R> | <R>8,521,664</R> |
<R>Advisor Consumer Staples: Class A</R> | <R>134,764</R> |
<R>Advisor Consumer Staples: Class T</R> | <R>144,546</R> |
<R>Advisor Consumer Staples: Class B</R> | <R>44,799</R> |
<R>Advisor Consumer Staples: Class C</R> | <R>149,797</R> |
<R>Advisor Consumer Staples: Institutional Class</R> | <R>41,842</R> |
<R>Defense and Aerospace </R> | <R>15,553,895</R> |
<R>Electronics </R> | <R>34,298,261</R> |
<R>Energy </R> | <R>45,802,015</R> |
<R>Energy Service </R> | <R>24,220,711</R> |
<R>Environmental </R> | <R>1,889,485</R> |
<R>Financial Services </R> | <R>3,921,132</R> |
<R>Gold (retail class)</R> | <R>39,598,151</R> |
<R>Advisor Gold: Class A</R> | <R>237,451</R> |
<R>Advisor Gold: Class T</R> | <R>97,881</R> |
<R>Advisor Gold: Class B</R> | <R>73,871</R> |
<R>Advisor Gold: Class C</R> | <R>87,761</R> |
<R>Advisor Gold: Institutional Class</R> | <R>54,354</R> |
<R>Health Care </R> | <R>15,657,231</R> |
<R>Home Finance </R> | <R>4,737,174</R> |
<R>Industrial Equipment </R> | <R>5,001,237</R> |
<R>Industrials </R> | <R>5,455,414</R> |
<R>Insurance </R> | <R>2,665,001</R> |
<R>IT Services </R> | <R>2,572,767</R> |
<R>Leisure </R> | <R>2,982,245</R> |
<R>Materials (retail class)</R> | <R>6,067,820</R> |
<R>Advisor Materials: Class A</R> | <R>158,067</R> |
<R>Advisor Materials: Class T</R> | <R>93,582</R> |
<R>Advisor Materials: Class B</R> | <R>64,968</R> |
<R>Advisor Materials: Class C</R> | <R>113,287</R> |
<R>Advisor Materials: Institutional Class</R> | <R>28,969</R> |
<R>Medical Delivery </R> | <R>11,241,877</R> |
<R>Medical Equipment and Systems </R> | <R>35,803,207</R> |
<R>Multimedia </R> | <R>1,508,083</R> |
<R>Natural Gas </R> | <R>28,221,161</R> |
<R>Natural Resources </R> | <R>54,363,910</R> |
<R>Networking and Infrastructure </R> | <R>26,108,690</R> |
<R>Paper and Forest Products </R> | <R>750,230</R> |
<R>Pharmaceuticals </R> | <R>17,480,035</R> |
<R>Retailing </R> | <R>1,140,555</R> |
<R>Software and Computer Services </R> | <R>11,802,380</R> |
<R>Technology </R> | <R>25,174,569</R> |
<R>Telecommunications (retail class)</R> | <R>9,009,088</R> |
<R>Advisor Telecommunications: Class A</R> | <R>83,157</R> |
<R>Advisor Telecommunications: Class T</R> | <R>52,549</R> |
<R>Advisor Telecommunications: Class B</R> | <R>21,974</R> |
<R>Advisor Telecommunications: Class C</R> | <R>25,627</R> |
<R>Advisor Telecommunications: Institutional Class</R> | <R>15,165</R> |
<R>Transportation </R> | <R>1,506,076</R> |
<R>Utilities Growth </R> | <R>11,241,006</R> |
<R>Wireless </R> | <R>79,872,771</R> |
<R>Form of Proxy Card: Consumer Industries PortfolioAPPENDIX E</R>
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.
</R>
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R> | <R> | <R> | <R>MN</R> | <R>6.99%</R> | ||||
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<R>Form of Proxy Card: Cyclical Industries Portfolio</R>
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.</R>
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R> | <R> | <R> | <R>MN</R> | <R>21.16%</R> | ||||
<R> | <R> | <R> | <R> | <R> | ||||
<R> | <R> | <R> | <R> | <R> | ||||
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<R>Form of Proxy Card: Developing Communications Portfolio</R>
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.</R>
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R> | <R> | |||||||
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<R>Advisor New Insights: Class T</R> | <R> Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>33.73%</R> | ||||
<R>Advisor New Insights: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>16.32%</R> | ||||
<R>Advisor New Insights: Class B</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>8.85%</R> | ||||
<R>Advisor New Insights: Class B</R> | <R>Citigroup, Inc.</R> | <R>New York</R> | <R>NY</R> | <R>7.59%</R> | ||||
<R>Advisor New Insights: Class B</R> | <R>Morgan Stanley & Co Inc.</R> | <R>Jersey City</R> | <R>NJ</R> | <R>5.43%</R> | ||||
<R>Advisor New Insights: Class C</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>21.01%</R> | ||||
<R>Advisor New Insights: Class C</R> | <R>Citigroup, Inc.</R> | <R>New York</R> | <R>NY</R> | <R>15.49%</R> | ||||
<R>Advisor New Insights: Class C</R> | <R>Morgan Stanley & Co Inc.</R> | <R>Jersey City</R> | <R>NJ</R> | <R>5.02%</R> | ||||
<R>Advisor New Insights: Institutional Class</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>20.61%</R> | ||||
<R>Advisor New Insights: Institutional Class</R> | <R>First Command Bank</R> | <R>Fort Worth</R> | <R>TX</R> | <R>7.18%</R> | ||||
<R>Advisor New Insights: Institutional Class</R> | <R>Charles Schwab & Co., Inc.</R> | <R>San Francisco</R> | <R>CA</R> | <R>5.87%</R> | ||||
<R> | ||||||||
<R> | <R> | <R> | <R>MA </R> | <R>5.94%</R> | ||||
<R> | <R> | <R> | <R> | <R> | ||||
<R> | <R> | <R> | <R> | <R> | ||||
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<R>Form of Proxy Card: Food and Agriculture Portfolio</R>
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.</R>
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R>Advisor Large Cap Growth: Class A</R> | <R> Morgan Stanley & Co Inc.</R> | <R>Jersey City</R> | <R>NJ</R> | <R>12.38%</R> | ||||
<R>Advisor Large Cap Growth: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>11.44%</R> | ||||
<R>Advisor Large Cap Growth: Class A</R> | <R>First Command Financial Planning Inc.</R> | <R>Fort Worth</R> | <R>TX</R> | <R>7.90%</R> | ||||
<R>Advisor Large Cap Growth: Class A</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>7.42%</R> | ||||
<R>Advisor Large Cap Growth: Class T</R> | <R>Investors Security Company, Inc.</R> | <R>Suffolk</R> | <R>VA</R> | <R>63.77%</R> | ||||
<R>Advisor Large Cap Growth: Class T</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>9.03%</R> | ||||
<R>Advisor Large Cap Growth: Class T</R> | <R>Regions Financial Corporation</R> | <R>Memphis</R> | <R>TN</R> | <R>5.15%</R> | ||||
<R>Advisor Large Cap Growth: Class B</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>22.46%</R> | ||||
<R>Advisor Large Cap Growth: Class B</R> | <R>KMS Financial Services, Inc.</R> | <R>Seattle</R> | <R>WA</R> | <R>12.87%</R> | ||||
<R>Advisor Large Cap Growth: Class B</R> | <R>ING</R> | <R>Des Moines</R> | <R>IA</R> | <R>10.35%</R> | ||||
<R>Advisor Large Cap Growth: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>6.05%</R> | ||||
<R>Advisor Large Cap Growth: Class B</R> | <R>Lasalle Street Securities, Inc.</R> | <R>Chicago</R> | <R>IL</R> | <R>5.04%</R> | ||||
<R>Advisor Large Cap Growth: Class C</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>17.86%</R> | ||||
<R>Advisor Large Cap Growth: Class C</R> | <R>Jackson National</R> | <R>Santa Monica</R> | <R>CA</R> | <R>13.31%</R> | ||||
<R>Advisor Large Cap Growth: Class C</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>12.16%</R> | ||||
<R>Advisor Large Cap Growth: Class C</R> | <R>Fintegra LLC</R> | <R>Minneapolis</R> | <R>MN</R> | <R>5.62%</R> | ||||
<R>Advisor Large Cap Growth: Class C</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>5.07%</R> | ||||
<R>Advisor Large Cap Growth: Institutional Class</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>48.45%</R> | ||||
<R>Advisor Large Cap Growth: Institutional Class</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>25.06%</R> | ||||
<R>Advisor Large Cap Growth: Institutional Class</R> | <R>Suntrust Bank</R> | <R>Atlanta</R> | <R>GA</R> | <R>12.54%</R> | ||||
<R>Advisor Large Cap Growth: Institutional Class</R> | <R>AXA Financial</R> | <R>New York</R> | <R>NY</R> | <R>7.19%</R> | ||||
<R>Advisor Large Cap Growth: Institutional Class</R> | <R>Cadaret Grant & Company, Inc.</R> | <R>Manlius</R> | <R>NY</R> | <R>5.60%</R> | ||||
<R>Advisor Large Cap Growth: Institutional Class</R> | <R>HA&W Benefit Advisors LLC</R> | <R>Alpharetta</R> | <R>GA</R> | <R>5.09%</R> | ||||
<R>Advisor Large Cap Value: Class A</R> | <R>Legend Equities Corporation</R> | <R>Palm Beach Gardens</R> | <R>FL</R> | <R>31.07%</R> | ||||
<R>Advisor Large Cap Value: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>12.70%</R> | ||||
<R>Advisor Large Cap Value: Class A</R> | <R>Brecek & Young Advisors, Inc.</R> | <R>Gold River</R> | <R>CA</R> | <R>9.44%</R> | ||||
<R>Advisor Large Cap Value: Class A</R> | <R>Fidelity Brokerage Services Ltd.</R> | <R>Boston</R> | <R>MA</R> | <R>7.35%</R> | ||||
<R>Advisor Large Cap Value: Class T</R> | <R>Legend Equities Corporation</R> | <R>Palm Beach Gardens</R> | <R>FL</R> | <R>69.28%</R> | ||||
<R>Advisor Large Cap Value: Class B</R> | <R>Legend Equities Corporation</R> | <R>Palm Beach Gardens</R> | <R>FL</R> | <R>57.35%</R> | ||||
<R>Advisor Large Cap Value: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>8.48%</R> | ||||
<R>Advisor Large Cap Value: Class C</R> | <R>Legend Equities Corporation</R> | <R>Palm Beach Gardens</R> | <R>FL</R> | <R>22.65%</R> | ||||
<R>Advisor Large Cap Value: Class C</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>7.54%</R> | ||||
<R>Advisor Large Cap Value: Class C</R> | <R>Jackson National</R> | <R>Santa Monica</R> | <R>CA</R> | <R>6.74%</R> | ||||
<R>Advisor Large Cap Value: Class C</R> | <R>Wachovia/Prudential Financial Advisors, LLC</R> | <R>Charlotte</R> | <R>NC</R> | <R>6.58%</R> | ||||
<R>Advisor Large Cap Value: Institutional Class</R> | <R>Commonwealth Financial Network</R> | <R>Waltham</R> | <R>MA</R> | <R>44.83%</R> | ||||
<R>Advisor Large Cap Value: Institutional Class</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>34.02%</R> | ||||
<R>Advisor Large Cap Value: Institutional Class</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>10.61%</R> | ||||
<R>Advisor Large Cap Value: Institutional Class</R> | <R>Albert Paving Inc. Pension Plan</R> | <R>Bethesda</R> | <R>MD</R> | <R>8.06%</R> | ||||
<R>Mid Cap Growth (retail class)</R> | <R>Allina Hospitals & Clinics</R> | <R>Minneapolis</R> | <R>MN</R> | <R>10.98%</R> | ||||
<R>Advisor Mid Cap Growth: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>52.83%</R> | ||||
<R>Advisor Mid Cap Growth: Class A</R> | <R>Penn Mutual Life Insurance & Annuity Company</R> | <R>Horsham</R> | <R>PA</R> | <R>7.40%</R> | ||||
<R>Advisor Mid Cap Growth: Class A</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>7.24%</R> | ||||
<R>Advisor Mid Cap Growth: Class A</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>5.53%</R> | ||||
<R>Advisor Mid Cap Growth: Class T</R> | <R>Morgan Stanley & Co Inc.</R> | <R>Jersey City</R> | <R>NJ</R> | <R>30.74%</R> | ||||
<R>Advisor Mid Cap Growth: Class T</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>16.21%</R> | ||||
<R>Advisor Mid Cap Growth: Class T</R> | <R>Jackson National</R> | <R>Santa Monica</R> | <R>CA</R> | <R>7.95%</R> | ||||
<R>Advisor Mid Cap Growth: Class T</R> | <R>BankAmerica Corp.</R> | <R>Charlotte</R> | <R>NC</R> | <R>7.75%</R> | ||||
<R>Advisor Mid Cap Growth: Class B</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>21.97%</R> | ||||
<R>Advisor Mid Cap Growth: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>18.02%</R> | ||||
<R>Advisor Mid Cap Growth: Class B</R> | <R>Wachovia/Prudential Financial Advisors, LLC</R> | <R>Charlotte</R> | <R>NC</R> | <R>14.83%</R> | ||||
<R>Advisor Mid Cap Growth: Class B</R> | <R>ING</R> | <R>Des Moines</R> | <R>IA</R> | <R>6.58%</R> | ||||
<R>Advisor Mid Cap Growth: Class C</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>14.47%</R> | ||||
<R>Advisor Mid Cap Growth: Class C</R> | <R>RBC Dain Rauscher Corp. </R> | <R>Minneapolis</R> | <R>MN</R> | <R>11.56%</R> | ||||
<R>Advisor Mid Cap Growth: Class C</R> | <R>Wachovia/Prudential Financial Advisors, LLC</R> | <R>Charlotte</R> | <R>NC</R> | <R>8.51%</R> | ||||
<R>Advisor Mid Cap Growth: Class C</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>8.15%</R> | ||||
<R>Advisor Mid Cap Growth: Class C</R> | <R>H. Beck, Inc.</R> | <R>Rockville</R> | <R>MD</R> | <R>5.98%</R> | ||||
<R>Advisor Mid Cap Growth: Class C</R> | <R>New York Life Group</R> | <R>New York</R> | <R>NY</R> | <R>5.55%</R> | ||||
<R>Advisor Mid Cap Growth: Institutional Class</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>49.97%</R> | ||||
<R>Advisor Mid Cap Growth: Institutional Class</R> | <R>Nations Financial Group, Inc.</R> | <R>Cedar Rapids</R> | <R>IA</R> | <R>30.93%</R> | ||||
<R>Advisor Mid Cap Growth: Institutional Class</R> | <R>First Tennessee National Corp.</R> | <R>Memphis</R> | <R>TN</R> | <R>16.50%</R> | ||||
<R>Advisor Mid Cap Value: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>13.08%</R> | ||||
<R>Advisor Mid Cap Value: Class A</R> | <R>Citigroup, Inc.</R> | <R>New York</R> | <R>NY</R> | <R>8.14%</R> | ||||
<R>Advisor Mid Cap Value: Class A</R> | <R>Girard Securities Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>6.75%</R> | ||||
<R>Advisor Mid Cap Value: Class A</R> | <R>RBC Dain Rauscher Corp. </R> | <R>Minneapolis</R> | <R>MN</R> | <R>5.40%</R> | ||||
<R>Advisor Mid Cap Value: Class T</R> | <R>Financial Telesis, Inc.</R> | <R>San Rafael</R> | <R>CA</R> | <R>23.49%</R> | ||||
<R>Advisor Mid Cap Value: Class T</R> | <R>Protected Investors of America</R> | <R>San Francisco</R> | <R>CA</R> | <R>5.02%</R> | ||||
<R>Advisor Mid Cap Value: Class B</R> | <R>Wachovia/Prudential Financial Advisors, LLC</R> | <R>Charlotte</R> | <R>NC</R> | <R>15.18%</R> | ||||
<R>Advisor Mid Cap Value: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>8.20%</R> | ||||
<R>Advisor Mid Cap Value: Class B</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>7.69%</R> | ||||
<R>Advisor Mid Cap Value: Class B</R> | <R>Mass Mutual</R> | <R>Boston</R> | <R>MA</R> | <R>7.42%</R> | ||||
<R>Advisor Mid Cap Value: Class B</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>6.69%</R> | ||||
<R>Advisor Mid Cap Value: Class C</R> | <R>Ameriprise Financial Corporation</R> | <R>Omaha</R> | <R>NE</R> | <R>27.70%</R> | ||||
<R>Advisor Mid Cap Value: Class C</R> | <R>John Hancock</R> | <R>Boston</R> | <R>MA</R> | <R>10.52%</R> | ||||
<R>Advisor Mid Cap Value: Institutional Class</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>26.19%</R> | ||||
<R>Advisor Mid Cap Value: Institutional Class</R> | <R>Ferris Baker Watts</R> | <R>Washington</R> | <R>DC</R> | <R>24.10%</R> | ||||
<R>Advisor Mid Cap Value: Institutional Class</R> | <R>Financial Telesis, Inc.</R> | <R>San Rafael</R> | <R>CA</R> | <R>12.01%</R> | ||||
<R>Advisor Mid Cap Value: Institutional Class</R> | <R>Invest Financial Corporation</R> | <R>Tampa</R> | <R>FL</R> | <R>9.81%</R> | ||||
<R>Advisor Mid Cap Value: Institutional Class</R> | <R>Southwest Bancorp</R> | <R>Houston</R> | <R>TX</R> | <R>8.77%</R> | ||||
<R>Advisor Mid Cap Value: Institutional Class</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>6.37%</R> | ||||
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<R> | <R> | <R> | <R>IL </R> | <R>5.90%</R> | ||||
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<R>Form of Proxy Card: Industrial Materials Portfolio</R>
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.</R>
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R> | <R> | <R> | <R>NJ</R> | <R>9.11%</R> | ||||
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<R>Form of Proxy Card: Business Services and Outsourcing Portfolio</R>
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.</R>
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R>Advisor Aggressive Growth: Class C</R> | <R> Citigroup, Inc.</R> | <R>New York</R> | <R>NY</R> | <R>7.80%</R> | ||||
<R>Advisor Aggressive Growth: Institutional Class</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>21.38%</R> | ||||
<R>Advisor Aggressive Growth: Institutional Class</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>19.48%</R> | ||||
<R>Advisor Aggressive Growth: Institutional Class</R> | <R>Symetra Investment Services Inc.</R> | <R>Seattle</R> | <R>WA</R> | <R>18.80%</R> | ||||
<R>Advisor Aggressive Growth: Institutional Class</R> | <R>Mutual Service Corporation</R> | <R>West Palm Beach</R> | <R>FL</R> | <R>12.29%</R> | ||||
<R>Advisor Aggressive Growth: Institutional Class</R> | <R>RBC Dain Rauscher Corp. </R> | <R>Minneapolis</R> | <R>MN</R> | <R>8.44%</R> | ||||
<R>Advisor International Real Estate: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>26.40%</R> | ||||
<R>Advisor International Real Estate: Class A</R> | <R>Nationwide Financial</R> | <R>Columbus</R> | <R>OH</R> | <R>11.87%</R> | ||||
<R>Advisor International Real Estate: Class T</R> | <R>Commonwealth Financial Network</R> | <R>Waltham</R> | <R>MA</R> | <R>11.01%</R> | ||||
<R>Advisor International Real Estate: Class T</R> | <R>UBS AG</R> | <R>Jersey City</R> | <R>NJ</R> | <R>6.50%</R> | ||||
<R>Advisor International Real Estate: Class T</R> | <R>Raymond James & Associates, Inc.</R> | <R>Port Charlotte</R> | <R>FL</R> | <R>5.05%</R> | ||||
<R>Advisor International Real Estate: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>22.19%</R> | ||||
<R>Advisor International Real Estate: Class B</R> | <R>Pension Planners Securities, Inc.</R> | <R>Sacramento</R> | <R>CA</R> | <R>16.34%</R> | ||||
<R>Advisor International Real Estate: Class B</R> | <R>Uvest Financial Services Group Inc.</R> | <R>Charlotte</R> | <R>NC</R> | <R>7.51%</R> | ||||
<R>Advisor International Real Estate: Class B</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>6.72%</R> | ||||
<R>Advisor International Real Estate: Class B</R> | <R>Empire Financial Group Inc</R> | <R>Longwood</R> | <R>FL</R> | <R>5.27%</R> | ||||
<R>Advisor International Real Estate: Class C</R> | <R>Raymond James & Associates, Inc.</R> | <R>Port Charlotte</R> | <R>FL</R> | <R>13.67%</R> | ||||
<R>Advisor International Real Estate: Class C</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>8.75%</R> | ||||
<R>Advisor International Real Estate: Class C</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>8.49%</R> | ||||
<R>Advisor International Real Estate: Institutional Class</R> | <R>Thrivent Financial for Lutherans</R> | <R>Minneapolis</R> | <R>MN</R> | <R>11.51%</R> | ||||
<R>Advisor International Real Estate: Institutional Class</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>10.86%</R> | ||||
<R>Advisor International Real Estate: Institutional Class</R> | <R>Suntrust Bank</R> | <R>Atlanta</R> | <R>GA</R> | <R>10.66%</R> | ||||
<R>Advisor International Real Estate: Institutional Class</R> | <R>Raymond James & Associates, Inc.</R> | <R>Port Charlotte</R> | <R>FL</R> | <R>10.54%</R> | ||||
<R>Advisor International Real Estate: Institutional Class</R> | <R>Shareholders Service Group, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>10.48%</R> | ||||
<R>Advisor International Real Estate: Institutional Class</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>7.75%</R> | ||||
<R>OTC</R> | <R>State Of New York Deferred Compensation Plan</R> | <R>Albany</R> | <R>NY</R> | <R>6.31%</R> | ||||
<R>OTC</R> | <R>Fidelity Freedom 2020 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>5.77%</R> | ||||
<R>Small Cap Growth (retail class)</R> | <R>Fidelity Freedom 2020 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>11.80%</R> | ||||
<R>Small Cap Growth (retail class)</R> | <R>Fidelity Freedom 2030 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>10.17%</R> | ||||
<R>Small Cap Growth (retail class)</R> | <R>Fidelity Freedom 2010 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>6.13%</R> | ||||
<R>Small Cap Growth (retail class)</R> | <R>Fidelity Freedom 2040 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>5.61%</R> | ||||
<R>Advisor Small Cap Growth: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>27.85%</R> | ||||
<R>Advisor Small Cap Growth: Class T</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>23.65%</R> | ||||
<R>Advisor Small Cap Growth: Class T</R> | <R>Commonwealth Financial Network</R> | <R>Waltham</R> | <R>MA</R> | <R>8.14%</R> | ||||
<R>Advisor Small Cap Growth: Class T</R> | <R>Nations Financial Group, Inc.</R> | <R>Cedar Rapids</R> | <R>IA</R> | <R>5.98%</R> | ||||
<R>Advisor Small Cap Growth: Class T</R> | <R>AIG</R> | <R>New York</R> | <R>NY</R> | <R>5.10%</R> | ||||
<R>Advisor Small Cap Growth: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>10.34%</R> | ||||
<R>Advisor Small Cap Growth: Class B</R> | <R>ING</R> | <R>Denver</R> | <R>CO</R> | <R>7.75%</R> | ||||
<R>Advisor Small Cap Growth: Class C</R> | <R>Investors Security Company, Inc.</R> | <R>Suffolk</R> | <R>VA</R> | <R>24.16%</R> | ||||
<R>Advisor Small Cap Growth: Class C</R> | <R>RBC Dain Rauscher Corp. </R> | <R>Minneapolis</R> | <R>MN</R> | <R>7.78%</R> | ||||
<R>Advisor Small Cap Growth: Class C</R> | <R>ING</R> | <R>Denver</R> | <R>CO</R> | <R>7.35%</R> | ||||
<R>Advisor Small Cap Growth: Institutional Class</R> | <R>First National Bank & Trust Co. of Newtown</R> | <R>Newtown</R> | <R>PA</R> | <R>34.55%</R> | ||||
<R>Advisor Small Cap Growth: Institutional Class</R> | <R>First Midwest Bancorp</R> | <R>Joliet</R> | <R>IL</R> | <R>24.47%</R> | ||||
<R>Advisor Small Cap Growth: Institutional Class</R> | <R>ING</R> | <R>Des Moines</R> | <R>IA</R> | <R>7.23%</R> | ||||
<R>Advisor Small Cap Growth: Institutional Class</R> | <R>ING</R> | <R>Denver</R> | <R>CO</R> | <R>5.17%</R> | ||||
<R>Small Cap Opportunities Fund</R> | <R>Fidelity Freedom 2020 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>23.54%</R> | ||||
<R>Small Cap Opportunities Fund</R> | <R>Fidelity Freedom 2030 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>19.39%</R> | ||||
<R>Small Cap Opportunities Fund</R> | <R>Fidelity Freedom 2040 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>10.51%</R> | ||||
<R>Small Cap Opportunities Fund</R> | <R>Fidelity Freedom 2025 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>7.31%</R> | ||||
<R>Small Cap Opportunities Fund</R> | <R>Fidelity Freedom 2015 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>6.17%</R> | ||||
<R>Small Cap Opportunities Fund</R> | <R>Fidelity Freedom 2035 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>5.20%</R> | ||||
<R>Small Cap Opportunities</R> | <R>Fidelity Freedom 2010 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>0.00%</R> | ||||
<R>Small Cap Value (retail class)</R> | <R>Fidelity Freedom 2020 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>11.42%</R> | ||||
<R>Small Cap Value (retail class)</R> | <R>Fidelity Freedom 2030 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>10.06%</R> | ||||
<R>Small Cap Value (retail class)</R> | <R>Fidelity Freedom 2010 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>5.91%</R> | ||||
<R>Small Cap Value (retail class)</R> | <R>Fidelity Freedom 2040 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>5.69%</R> | ||||
<R>Advisor Small Cap Value: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>28.72%</R> | ||||
<R>Advisor Small Cap Value: Class T</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>18.79%</R> | ||||
<R>Advisor Small Cap Value: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>9.96%</R> | ||||
<R>Advisor Small Cap Value: Class B</R> | <R>BankAmerica Corp.</R> | <R>Charlotte</R> | <R>NC</R> | <R>8.51%</R> | ||||
<R>Advisor Small Cap Value: Class B</R> | <R>ING</R> | <R>Denver</R> | <R>CO</R> | <R>5.65%</R> | ||||
<R>Advisor Small Cap Value: Class C</R> | <R>Investors Security Company, Inc.</R> | <R>Suffolk</R> | <R>VA</R> | <R>9.75%</R> | ||||
<R>Advisor Small Cap Value: Class C</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>9.56%</R> | ||||
<R>Advisor Small Cap Value: Class C</R> | <R>ING</R> | <R>Denver</R> | <R>CO</R> | <R>6.23%</R> | ||||
<R>Advisor Small Cap Value: Class C</R> | <R>Ameriprise Financial Corporation</R> | <R>Omaha</R> | <R>NE</R> | <R>6.05%</R> | ||||
<R>Advisor Small Cap Value: Institutional Class</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>16.33%</R> | ||||
<R>Advisor Small Cap Value: Institutional Class</R> | <R>Jackson National</R> | <R>Santa Monica</R> | <R>CA</R> | <R>10.99%</R> | ||||
<R>Advisor Small Cap Value: Institutional Class</R> | <R>ING</R> | <R>Des Moines</R> | <R>IA</R> | <R>8.06%</R> | ||||
<R>Advisor Small Cap Value: Institutional Class</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>6.52%</R> | ||||
<R>Advisor Small Cap Value: Institutional Class</R> | <R>ING</R> | <R>Denver</R> | <R>CO</R> | <R>5.54%</R> | ||||
<R>Advisor Small Cap Value: Institutional Class</R> | <R>ING</R> | <R>El Segundo</R> | <R>CA</R> | <R>5.50%</R> | ||||
<R> | ||||||||
<R> | <R> | <R> | <R>MA </R> | <R>7.82%</R> | ||||
<R> | <R> | <R> | <R> | <R> | ||||
<R> | <R> | <R> | <R> | <R> | ||||
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<R>Form of Proxy Card: Construction and Housing Portfolio</R>
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.</R>
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R> | <R> | |||||||
| <R>
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| <R> | <R>
| ||||
<R>High Income</R> | <R> Fidelity Freedom 2040 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>7.00%</R> | ||||
<R>High Income</R> | <R>Fidelity Freedom 2010 Fund</R> | <R>Boston</R> | <R>MA </R> | <R>6.84%</R> | ||||
<R> | ||||||||
<R> | <R> | <R>Boston</R> | <R>MA</R> | <R>20.97%</R> | ||||
<R>Automotive</R> | <R>Charles Schwab & Co., Inc.</R> | <R>San Francisco</R> | <R>CA</R> | <R>5.47%</R> | ||||
<R>Banking</R> | <R>PAS U.S. Opportunity Fidelity Fund of Funds</R> | <R>Boston</R> | <R>MA</R> | <R>5.84%</R> | ||||
<R>Chemicals</R> | <R>PAS U.S. Opportunity Fidelity Fund of Funds</R> | <R>Boston</R> | <R>MA</R> | <R>7.36%</R> | ||||
<R>Chemicals</R> | <R>Weber Asset Management</R> | <R>Lake Success</R> | <R>NY</R> | <R>5.14%</R> | ||||
<R>Advisor Consumer Staples: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>10.82%</R> | ||||
<R>Advisor Consumer Staples: Class A</R> | <R>Oppenheimer & Co Inc.</R> | <R>New York</R> | <R>NY</R> | <R>9.09%</R> | ||||
<R>Advisor Consumer Staples: Class A</R> | <R>NFP Securities, Inc.</R> | <R>Austin</R> | <R>TX</R> | <R>6.10%</R> | ||||
<R>Advisor Consumer Staples: Class A</R> | <R>Wachovia/Prudential Financial Advisors, LLC</R> | <R>Charlotte</R> | <R>NC</R> | <R>5.27%</R> | ||||
<R>Advisor Consumer Staples: Class A</R> | <R>Lehman Brothers, Inc.</R> | <R>Jersey City</R> | <R>NJ</R> | <R>5.01%</R> | ||||
<R>Advisor Consumer Staples: Class T</R> | <R>QA3 Financial Corporation</R> | <R>Omaha</R> | <R>NE</R> | <R>66.24%</R> | ||||
<R>Advisor Consumer Staples: Class T</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>6.78%</R> | ||||
<R>Advisor Consumer Staples: Class T</R> | <R>Ameriprise Financial Corporation</R> | <R>Omaha</R> | <R>NE</R> | <R>5.70%</R> | ||||
<R>Advisor Consumer Staples: Class B</R> | <R>Jackson National</R> | <R>Santa Monica</R> | <R>CA</R> | <R>23.71%</R> | ||||
<R>Advisor Consumer Staples: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>14.77%</R> | ||||
<R>Advisor Consumer Staples: Class B</R> | <R>Stifel, Nicolaus & Company, Inc.</R> | <R>Omaha</R> | <R>NE</R> | <R>9.82%</R> | ||||
<R>Advisor Consumer Staples: Class B</R> | <R>Wachovia/Prudential Financial Advisors, LLC</R> | <R>Charlotte</R> | <R>NC</R> | <R>7.98%</R> | ||||
<R>Advisor Consumer Staples: Class C</R> | <R>Jackson National</R> | <R>Santa Monica</R> | <R>CA</R> | <R>58.90%</R> | ||||
<R>Advisor Consumer Staples: Class C</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>10.75%</R> | ||||
<R>Advisor Consumer Staples: Institutional Class</R> | <R>Ameriserv Trust and Financial Services Company</R> | <R>Johnstown</R> | <R>PA</R> | <R>44.77%</R> | ||||
<R>Advisor Consumer Staples: Institutional Class</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>15.40%</R> | ||||
<R>Advisor Consumer Staples: Institutional Class</R> | <R>AIG</R> | <R>New York</R> | <R>NY</R> | <R>7.94%</R> | ||||
<R>Advisor Consumer Staples: Institutional Class</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>5.83%</R> | ||||
<R>Advisor Gold: Class A</R> | <R>Investment Architects Inc.</R> | <R>Petaluma</R> | <R>CA</R> | <R>17.94%</R> | ||||
<R>Advisor Gold: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>11.18%</R> | ||||
<R>Advisor Gold: Class A</R> | <R>ING</R> | <R>El Segundo</R> | <R>CA</R> | <R>9.98%</R> | ||||
<R>Advisor Gold: Class T</R> | <R>A. G. Edwards & Sons Inc.</R> | <R>Saint Louis</R> | <R>MO</R> | <R>7.30%</R> | ||||
<R>Advisor Gold: Class T</R> | <R>AIG</R> | <R>New York</R> | <R>NY</R> | <R>6.60%</R> | ||||
<R>Advisor Gold: Class T</R> | <R>ADP</R> | <R>Roseland</R> | <R>NJ</R> | <R>5.99%</R> | ||||
<R>Advisor Gold: Class T</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>5.75%</R> | ||||
<R>Advisor Gold: Class T</R> | <R>Donegal Securities, Inc.</R> | <R>Wellesley</R> | <R>MA</R> | <R>5.61%</R> | ||||
<R>Advisor Gold: Class B</R> | <R>ING</R> | <R>El Segundo</R> | <R>CA</R> | <R>22.30%</R> | ||||
<R>Advisor Gold: Class B</R> | <R>Wachovia/Prudential Financial Advisors, LLC</R> | <R>Charlotte</R> | <R>NC</R> | <R>6.76%</R> | ||||
<R>Advisor Gold: Class B</R> | <R>AmTrust Investment Services</R> | <R>Cleveland</R> | <R>OH</R> | <R>6.29%</R> | ||||
<R>Advisor Gold: Class C</R> | <R>Wachovia/Prudential Financial Advisors, LLC</R> | <R>Charlotte</R> | <R>NC</R> | <R>7.41%</R> | ||||
<R>Advisor Gold: Class C</R> | <R>Mutual Service Corporation</R> | <R>West Palm Beach</R> | <R>FL</R> | <R>6.38%</R> | ||||
<R>Advisor Gold: Class C</R> | <R>MetLife</R> | <R>Iselin</R> | <R>NJ</R> | <R>6.20%</R> | ||||
<R>Advisor Gold: Class C</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>5.82%</R> | ||||
<R>Advisor Gold: Institutional Class</R> | <R>Pinnacle Trust Company</R> | <R>Ridgeland</R> | <R>MS</R> | <R>36.04%</R> | ||||
<R>Advisor Gold: Institutional Class</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>21.67%</R> | ||||
<R>Advisor Gold: Institutional Class</R> | <R>ING</R> | <R>Denver</R> | <R>CO</R> | <R>15.24%</R> | ||||
<R>Advisor Gold: Institutional Class</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>5.27%</R> | ||||
<R>Industrial Equipment</R> | <R>Sutter Health System</R> | <R>Sacramento</R> | <R>CA</R> | <R>13.93%</R> | ||||
<R>Industrial Equipment</R> | <R>PAS U.S. Opportunity Fidelity Fund of Funds</R> | <R>Boston</R> | <R>MA</R> | <R>11.37%</R> | ||||
<R>Industrial Equipment</R> | <R>Northern Trust Corporation</R> | <R>Chicago</R> | <R>IL</R> | <R>7.11%</R> | ||||
<R>Insurance</R> | <R>PAS U.S. Opportunity Fidelity Fund of Funds</R> | <R>Boston</R> | <R>MA</R> | <R>12.47%</R> | ||||
<R>Industrial Equipment</R> | <R>Sutter Health System</R> | <R>Sacramento</R> | <R>CA</R> | <R>13.93%</R> | ||||
<R>IT Services</R> | <R>PAS U.S. Opportunity Fidelity Fund of Funds</R> | <R>Boston</R> | <R>MA</R> | <R>15.81%</R> | ||||
<R>IT Services</R> | <R>Classic Capital, Inc.</R> | <R>Short Hills</R> | <R>NJ</R> | <R>7.08%</R> | ||||
<R>Advisor Materials: Class A</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>12.90%</R> | ||||
<R>Advisor Materials: Class A</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>6.45%</R> | ||||
<R>Advisor Materials: Class A</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>6.07%</R> | ||||
<R>Advisor Materials: Class T</R> | <R>AIG</R> | <R>New York</R> | <R>NY</R> | <R>13.18%</R> | ||||
<R>Advisor Materials: Class T</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>9.79%</R> | ||||
<R>Advisor Materials: Class T</R> | <R>Oak Tree Securities</R> | <R>Walnut Creek</R> | <R>CA</R> | <R>5.78%</R> | ||||
<R>Advisor Materials: Class B</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>23.62%</R> | ||||
<R>Advisor Materials: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>9.50%</R> | ||||
<R>Advisor Materials: Class B</R> | <R>Wall Street Financial Group, Inc.</R> | <R>Fairport</R> | <R>NY</R> | <R>5.20%</R> | ||||
<R>Advisor Materials: Class C</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>13.56%</R> | ||||
<R>Advisor Materials: Class C</R> | <R>Ameriprise Financial Corporation</R> | <R>Omaha</R> | <R>NE</R> | <R>11.13%</R> | ||||
<R>Advisor Materials: Class C</R> | <R>Cambridge Investment Research, Inc.</R> | <R>Fairfield</R> | <R>IA</R> | <R>8.85%</R> | ||||
<R>Advisor Materials: Institutional Class</R> | <R>Pinnacle Trust Company</R> | <R>Ridgeland</R> | <R>MS</R> | <R>29.90%</R> | ||||
<R>Advisor Materials: Institutional Class</R> | <R>AIG</R> | <R>Atlanta</R> | <R>GA</R> | <R>12.70%</R> | ||||
<R>Advisor Materials: Institutional Class</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>10.35%</R> | ||||
<R>Advisor Materials: Institutional Class</R> | <R>TLG Advisors Inc. SUB</R> | <R>Littleton</R> | <R>CO</R> | <R>9.73%</R> | ||||
<R>Advisor Materials: Institutional Class</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>7.45%</R> | ||||
<R>Medical Equipment and Systems</R> | <R>Bill and Melinda Gates Foundation</R> | <R>Kirkland</R> | <R>WA</R> | <R>6.73%</R> | ||||
<R>Multimedia</R> | <R>PAS U.S. Opportunity Fidelity Fund of Funds</R> | <R>Boston</R> | <R>MA</R> | <R>7.06%</R> | ||||
<R>Natural Gas</R> | <R>Strategic Advisers, Inc.</R> | <R>Boston</R> | <R>MA</R> | <R>5.03%</R> | ||||
<R>Paper and Forest Products</R> | <R>Brown Harriman Corporation</R> | <R>Boston</R> | <R>MA</R> | <R>6.04%</R> | ||||
<R>Pharmaceuticals</R> | <R>PAS U.S. Opportunity Fidelity Fund of Funds</R> | <R>Boston</R> | <R>MA</R> | <R>10.73%</R> | ||||
<R>Advisor Telecommunications: Class A</R> | <R>Lincoln Investment Planning, Inc</R> | <R>Wyncote</R> | <R>PA</R> | <R>25.15%</R> | ||||
<R>Advisor Telecommunications: Class A</R> | <R>AIG</R> | <R>New York</R> | <R>NY</R> | <R>9.74%</R> | ||||
<R>Advisor Telecommunications: Class A</R> | <R>Oppenheimer & Co Inc.</R> | <R>New York</R> | <R>NY</R> | <R>6.57%</R> | ||||
<R>Advisor Telecommunications: Class T</R> | <R>Genworth Financial</R> | <R>Schaumburg</R> | <R>IL</R> | <R>40.88%</R> | ||||
<R>Advisor Telecommunications: Class T</R> | <R>LPL Financial Services, Inc.</R> | <R>San Diego</R> | <R>CA</R> | <R>17.62%</R> | ||||
<R>Advisor Telecommunications: Class T</R> | <R>Berthel Fisher & Company Financial Svcs.</R> | <R>Marion</R> | <R>IA</R> | <R>5.49%</R> | ||||
<R>Advisor Telecommunications: Class B</R> | <R>Sandgrain Securities</R> | <R>Garden City</R> | <R>NY</R> | <R>18.96%</R> | ||||
<R>Advisor Telecommunications: Class B</R> | <R>Ameriprise Financial Corporation</R> | <R>Minneapolis</R> | <R>MN</R> | <R>12.11%</R> | ||||
<R>Advisor Telecommunications: Class B</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>9.55%</R> | ||||
<R>Advisor Telecommunications: Class B</R> | <R>Allstate Life Insurance Company</R> | <R>Lincoln</R> | <R>NE</R> | <R>8.30%</R> | ||||
<R>Advisor Telecommunications: Class B</R> | <R>Alton Securities Group Inc.</R> | <R>Alton</R> | <R>IL</R> | <R>7.87%</R> | ||||
<R>Advisor Telecommunications: Class C</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>27.20%</R> | ||||
<R>Advisor Telecommunications: Class C</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>8.19%</R> | ||||
<R>Advisor Telecommunications: Class C</R> | <R>RBC Dain Rauscher Corp. </R> | <R>Minneapolis</R> | <R>MN</R> | <R>6.90%</R> | ||||
<R>Advisor Telecommunications: Class C</R> | <R>Berthel Fisher & Company Financial Svcs.</R> | <R>Marion</R> | <R>IA</R> | <R>6.64%</R> | ||||
<R>Advisor Telecommunications: Class C</R> | <R>Jackson National</R> | <R>Appleton</R> | <R>WI</R> | <R>5.90%</R> | ||||
<R>Advisor Telecommunications: Institutional Class</R> | <R>Pinnacle Trust Company</R> | <R>Ridgeland</R> | <R>MS</R> | <R>60.36%</R> | ||||
<R>Advisor Telecommunications: Institutional Class</R> | <R>Merrill Lynch</R> | <R>Jacksonville</R> | <R>FL</R> | <R>18.90%</R> | ||||
<R>Advisor Telecommunications: Institutional Class</R> | <R>Fidelity Distributors Corp</R> | <R>Boston</R> | <R>MA</R> | <R>13.84%</R> | ||||
<R>APPENDIX F</R>
<R> | ||||
<R> | <R> | <R> |
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<R> | <R> | <R> | ||
<R>Advisor New Insights</R> | <R> | <R> | ||
<R>Balanced</R> |
| <R>none</R> | ||
<R>Blue Chip Growth</R> | <R>none</R> | <R>none</R> | ||
<R>Blue Chip Value</R> | <R>none</R> | <R>none</R> | ||
<R>Capital & Income</R> | <R>none</R> | <R>none</R> | ||
<R>Congress Street</R> | <R>none</R> | <R>none</R> | ||
<R>Contrafund</R> | <R>over $100,000</R> | <R>$50,001 - $100,000</R> | ||
<R>Dividend Growth</R> | <R>over $100,000</R> | <R>none</R> | ||
<R>Equity-Income</R> | <R>none</R> | <R>none</R> | ||
<R>Exchange</R> | <R>none</R> | <R>none</R> | ||
<R>Export and Multinational</R> | <R>none</R> | <R>none</R> | ||
<R>Focused High Income</R> | <R>none</R> | <R>none</R> | ||
<R>Growth & Income</R> | <R>none</R> | <R>none</R> | ||
<R>High Income</R> | <R>none</R> | <R>none</R> | ||
<R>International Real Estate</R> | <R>none</R> | <R>none</R> | ||
<R>Large Cap Growth</R> | <R>none</R> | <R>none</R> | ||
<R>Large Cap Value</R> | <R>none</R> | <R>none</R> | ||
<R>Leveraged Company Stock</R> | <R>none</R> | <R>none</R> | ||
<R>Low-Priced Stock</R> | <R>none</R> | <R>$10,001 - $50,000</R> | ||
<R>Mid Cap Growth</R> | <R>none</R> | <R>none</R> | ||
<R>Mid Cap Value</R> | <R>none</R> | <R>none</R> | ||
<R>New Markets Income</R> | <R>none</R> | <R>none</R> | ||
<R>OTC</R> | <R>over $100,000</R> | <R>none</R> | ||
<R>Puritan</R> | <R>none</R> | <R>none</R> | ||
<R>Real Estate Income</R> | <R>none</R> | <R>none</R> | ||
<R>Real Estate Investment</R> | <R>none</R> | <R>none</R> | ||
<R>Small Cap Growth</R> | <R>none</R> | <R>none</R> | ||
<R>Small Cap Opportunities</R> | <R>none</R> | <R>none</R> | ||
<R>Small Cap Value</R> | <R>none</R> | <R>none</R> | ||
<R>Trend</R> | <R>none</R> | <R>none</R> | ||
<R>Utilities</R> | <R>none</R> | <R>none</R> | ||
<R>Fidelity Value Discovery</R> | <R>none</R> | <R>none</R> | ||
<R>Fidelity Select Portfolios:</R> | ||||
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<R>Form of Proxy Card: Banking Portfolio<R>none</R>
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<R>Automotive</R> |
| <R>none</R> |
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| <R>none</R> |
<R>Biotechnology</R> |
| <R>none</R> |
<R>Brokerage and |
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<R>Chemicals</R> |
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.
<R>none</R>
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| <R>over $100,000</R> | |
<R>Electronics</R> | <R>none</R> | <R>none</R> | |
<R>Energy</R> | <R>over $100,000</R> | <R>none</R> | |
<R>Energy Service</R> | <R>none</R> | <R>none</R> | |
<R>Environmental</R> | <R>none</R> | <R>none</R> | |
<R>Financial Services</R> | <R>none</R> | <R>none</R> | |
<R>Gold</R> | <R>none</R> | <R>none</R> | |
<R>Health Care</R> | <R>none</R> | <R>none</R> | |
<R>Home Finance</R> | <R>none</R> | <R>none</R> | |
<R>Industrial Equipment</R> | <R>none</R> | <R>none</R> | |
<R>Industrials</R> | <R>none</R> | <R>none</R> | |
<R>Insurance</R> | <R>none</R> | <R>none</R> | |
<R>IT Services</R> | <R>none</R> | <R>none</R> | |
<R>Leisure</R> | <R>none</R> | <R>none</R> | |
<R>Materials</R> | <R>none</R> | <R>none</R> | |
<R>Medical Delivery</R> | <R>none</R> | <R>none</R> | |
<R>Medical Equipment and Systems</R> | <R>none</R> | <R>over $100,000</R> | |
<R>Multimedia</R> | <R>none</R> | <R>none</R> | |
<R>Natural Gas</R> | <R>over $100,000</R> | <R>none</R> | |
<R>Natural Resources</R> | <R>over $100,000</R> | <R>none</R> | |
<R>Networking and Infrastructure</R> | <R>none</R> | <R>none</R> | |
<R>Paper and Forest Products</R> | <R>none</R> | <R>none</R> | |
<R>Pharmaceuticals</R> | <R>over $100,000</R> | <R>none</R> | |
<R>Retailing</R> | <R>none</R> | <R>none</R> | |
<R>Software and Computer Services</R> | <R>none</R> | <R>over $100,000</R> | |
<R>Technology</R> | <R>none</R> | <R>none</R> | |
<R>Telecommunications</R> | <R>none</R> | <R>none</R> | |
<R>Transportation</R> | <R>none</R> | <R>none</R> | |
<R>Utilities Growth</R> | <R>none</R> | <R>none</R> | |
<R>Wireless</R> | <R>none</R> | <R>none</R> | |
<R> | <R>over $100,000</R> | <R>over $100,000</R> | |
Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R>
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<R> | <R> | <R>Alan J. | <R>Ned C. | <R>Joseph |
<R>Advisor Aggressive Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Advisor New Insights</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Balanced</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Blue Chip Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Blue Chip Value</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Capital & Income</R> | <R>over $100,000</R> | <R>none</R> | <R>$10,001 - $50,000</R> | <R>none</R> |
<R>Congress Street</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Contrafund</R> | <R>$50,001 - $100,000</R> | <R>none</R> | <R>over $100,000</R> | <R>none</R> |
<R>Dividend Growth</R> | <R>$50,001 - $100,000</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Equity-Income</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Exchange</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Export and Multinational</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Focused High Income</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Growth & Income</R> | <R>$1 - $10,000</R> | <R>none</R> | <R>$10,001 - $50,000</R> | <R>none</R> |
<R>High Income</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>International Real Estate</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Large Cap Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Large Cap Value</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Leveraged Company Stock</R> | <R>$10,001 - $50,000</R> | <R>over $100,000</R> | <R>none</R> | <R>none</R> |
<R>Low-Priced Stock</R> | <R>$1 - $10,000</R> | <R>over $100,000</R> | <R>over $100,000</R> | <R>none</R> |
<R>Mid Cap Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Mid Cap Value</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>New Markets Income</R> | <R>$50,001 - $100,000</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>OTC</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Puritan</R> | <R>$1 - $10,000</R> | <R>none</R> | <R>$10,001 - $50,000</R> | <R>none</R> |
<R>Real Estate Income</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Real Estate Investment</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>$10,001 - $50,000</R> | <R>none</R> |
<R>Small Cap Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Small Cap Opportunities</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Small Cap Value</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Trend</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Utilities</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Fidelity Value Discovery</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Fidelity Select Portfolios:</R> | ||||
<R>Air Transportation</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Automotive</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Banking</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Biotechnology</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Brokerage and | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Chemicals</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Communications Equipment</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Computers</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Construction and Housing</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Consumer Discretionary</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Consumer Staples</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Defense and Aerospace</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Electronics</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Energy</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Energy Service</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Environmental</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Financial Services</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Gold</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Health Care</R> | <R>$1 - $10,000</R> | <R>none</R> | <R>$10,001 - $50,000</R> | <R>none</R> |
<R>Home Finance</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Industrial Equipment</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Industrials</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Insurance</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>IT Services</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Leisure</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Materials</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Medical Delivery</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Medical Equipment and Systems</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Multimedia</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Natural Gas</R> | <R>$50,001 - $100,000</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Natural Resources</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Networking and Infrastructure</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Paper and Forest Products</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Pharmaceuticals</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Retailing</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Software and Computer Services</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Technology</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Telecommunications</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Transportation</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Utilities Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Wireless</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R> | <R>over $100,000</R> | <R>over $100,000</R> | <R>over $100,000</R> | <R>none</R> |
<R>Independent Nominees</R> | ||||
<R>Dollar range of fund shares | <R>Cornelia M. | <R>William S. | <R>David M. | <R>Michael E. |
<R>Advisor Aggressive Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Advisor New Insights</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Balanced</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Blue Chip Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Blue Chip Value</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Capital & Income</R> | <R>$50,001 - $100,000</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> |
<R>Congress Street</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Contrafund</R> | <R>over $100,000</R> | <R>over $100,000</R> | <R>none</R> | <R>none</R> |
<R>Dividend Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Equity-Income</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Exchange</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Export and Multinational</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Focused High Income</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Growth & Income</R> | <R>$1 - $10,000</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> |
<R>High Income</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>International Real Estate</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Large Cap Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Large Cap Value</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Leveraged Company Stock</R> | <R>over $100,000</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Low-Priced Stock</R> | <R>$50,001 - $100,000</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> |
<R>Mid Cap Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Mid Cap Value</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>New Markets Income</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>OTC</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Puritan</R> | <R>$1 - $10,000</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> |
<R>Real Estate Income</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Real Estate Investment</R> | <R>$50,001 - $100,000</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>$50,001 - $100,000</R> |
<R>Small Cap Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Small Cap Opportunities</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Small Cap Value</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Trend</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Utilities</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>over $100,000</R> |
<R>Fidelity Value Discovery</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Fidelity Select Portfolios:</R> | ||||
<R>Air Transportation</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Automotive</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Banking</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Biotechnology</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Brokerage and | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Chemicals</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Communications Equipment</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Computers</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Construction and Housing</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Consumer Discretionary</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Consumer Staples</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Defense and Aerospace</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Electronics</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Energy</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Energy Service</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Environmental</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Financial Services</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Gold</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Health Care</R> | <R>$1 - $10,000</R> | <R>$10,001 - $50,000</R> | <R>none</R> | <R>none</R> |
<R>Home Finance</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Industrial Equipment</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Industrials</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Insurance</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>IT Services</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Leisure</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Materials</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Medical Delivery</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Medical Equipment and Systems</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Multimedia</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Natural Gas</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Natural Resources</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Networking and Infrastructure</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Paper and Forest Products</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Pharmaceuticals</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Retailing</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Software and Computer Services</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Technology</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Telecommunications</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Transportation</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Utilities Growth</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>Wireless</R> | <R>none</R> | <R>none</R> | <R>none</R> | <R>none</R> |
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R> | <R>over $100,000</R> | <R>over $100,000</R> | <R>none</R> | <R>over $100,000</R> |
APPENDIX G
The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services, for each fund's fiscal year end (refer to Appendix A for fiscal year end information) or the calendar year ended December 31, 2007, as applicable.
<R>Compensation Table1</R> | |||||||
<R>AGGREGATE | <R>Dennis | <R>Albert R. | <R>George | <R>Arthur | <R>James | <R>Marie | <R>Alan |
<R>Advisor Aggressive Growth</R> | <R>$ 12</R> | <R>$ 12</R> | <R>$ 12</R> | <R>$ 0</R> | <R>$ 12</R> | <R>$ 14</R> | <R>$ 0</R> |
<R>Advisor New Insights</R> | <R>$ 2,071</R> | <R>$ 1,995</R> | <R>$ 2,017</R> | <R>$ 0</R> | <R>$ 2,009</R> | <R>$ 2,362</R> | <R>$ 0</R> |
<R>BalancedB</R> | <R>$ 6,120</R> | <R>$ 6,034</R> | <R>$ 6,104</R> | <R>$ 0</R> | <R>$ 6,013</R> | <R>$ 7,106</R> | <R>$ 0</R> |
<R>Blue Chip GrowthC</R> | <R>$ 5,454</R> | <R>$ 5,379</R> | <R>$ 5,415</R> | <R>$ 0</R> | <R>$ 5,327</R> | <R>$ 6,289</R> | <R>$ 0</R> |
<R>Blue Chip Value</R> | <R>$ 114</R> | <R>$ 112</R> | <R>$ 113</R> | <R>$ 0</R> | <R>$ 112</R> | <R>$ 135</R> | <R>$ 0</R> |
<R>Capital & IncomeD</R> | <R>$ 1,973</R> | <R>$ 1,951</R> | <R>$ 1,943</R> | <R>$ 0</R> | <R>$ 1,921</R> | <R>$ 2,121</R> | <R>$ 0</R> |
<R>Congress Street</R> | <R>$ 18</R> | <R>$ 18</R> | <R>$ 18</R> | <R>$ 0</R> | <R>$ 18</R> | <R>$ 21</R> | <R>$ 0</R> |
<R>ContrafundE</R> | <R>$ 18,670</R> | <R>$ 17,985</R> | <R>$ 18,184</R> | <R>$ 0</R> | <R>$ 18,110</R> | <R>$ 21,285</R> | <R>$ 0</R> |
<R>Dividend GrowthF</R> | <R>$ 4,491</R> | <R>$ 4,429</R> | <R>$ 4,460</R> | <R>$ 0</R> | <R>$ 4,388</R> | <R>$ 5,189</R> | <R>$ 0</R> |
<R>Equity-IncomeG</R> | <R>$ 8,154</R> | <R>$ 8,122</R> | <R>$ 7,942</R> | <R>$ 0</R> | <R>$ 7,282</R> | <R>$ 8,726</R> | <R>$ 0</R> |
<R>Exchange</R> | <R>$ 62</R> | <R>$ 60</R> | <R>$ 61</R> | <R>$ 0</R> | <R>$ 61</R> | <R>$ 72</R> | <R>$ 0</R> |
<R>Export and Multinational</R> | <R>$ 1,155</R> | <R>$ 1,139</R> | <R>$ 1,151</R> | <R>$ 0</R> | <R>$ 1,132</R> | <R>$ 1,332</R> | <R>$ 0</R> |
<R>Focused High Income</R> | <R>$ 13</R> | <R>$ 13</R> | <R>$ 13</R> | <R>$ 0</R> | <R>$ 13</R> | <R>$ 14</R> | <R>$ 0</R> |
<R>Growth & IncomeH</R> | <R>$ 7,935</R> | <R>$ 7,827</R> | <R>$ 7,880</R> | <R>$ 0</R> | <R>$ 7,750</R> | <R>$ 9,144</R> | <R>$ 0</R> |
<R>High Income</R> | <R>$ 1,200</R> | <R>$ 1,186</R> | <R>$ 1,182</R> | <R>$ 0</R> | <R>$ 1,168</R> | <R>$ 1,289</R> | <R>$ 0</R> |
<R>International Real Estate</R> | <R>$ 256</R> | <R>$ 252</R> | <R>$ 254</R> | <R>$ 0</R> | <R>$ 252</R> | <R>$ 308</R> | <R>$ 0</R> |
<R>Large Cap Growth</R> | <R>$ 49</R> | <R>$ 49</R> | <R>$ 48</R> | <R>$ 0</R> | <R>$ 44</R> | <R>$ 53</R> | <R>$ 0</R> |
<R>Large Cap Value</R> | <R>$ 251</R> | <R>$ 251</R> | <R>$ 246</R> | <R>$ 0</R> | <R>$ 231</R> | <R>$ 269</R> | <R>$ 0</R> |
<R>Leveraged Company Stock</R> | <R>$ 1,410</R> | <R>$ 1,390</R> | <R>$ 1,401</R> | <R>$ 0</R> | <R>$ 1,382</R> | <R>$ 1,649</R> | <R>$ 0</R> |
<R>Low-Priced StockI</R> | <R>$ 10,400</R> | <R>$ 10,255</R> | <R>$ 10,327</R> | <R>$ 0</R> | <R>$ 10,165</R> | <R>$ 12,041</R> | <R>$ 0</R> |
<R>Mid Cap Growth</R> | <R>$ 128</R> | <R>$ 127</R> | <R>$ 124</R> | <R>$ 0</R> | <R>$ 117</R> | <R>$ 137</R> | <R>$ 0</R> |
<R>Mid Cap Value</R> | <R>$ 137</R> | <R>$ 137</R> | <R>$ 134</R> | <R>$ 0</R> | <R>$ 125</R> | <R>$ 147</R> | <R>$ 0</R> |
<R>New Markets Income</R> | <R>$ 573</R> | <R>$ 553</R> | <R>$ 559</R> | <R>$ 0</R> | <R>$ 557</R> | <R>$ 659</R> | <R>$ 0</R> |
<R>OTCJ</R> | <R>$ 2,288</R> | <R>$ 2,257</R> | <R>$ 2,272</R> | <R>$ 0</R> | <R>$ 2,236</R> | <R>$ 2,647</R> | <R>$ 0</R> |
<R>PuritanK</R> | <R>$ 6,777</R> | <R>$ 6,682</R> | <R>$ 6,756</R> | <R>$ 0</R> | <R>$ 6,648</R> | <R>$ 7,837</R> | <R>$ 0</R> |
<R>Real Estate Income</R> | <R>$ 166</R> | <R>$ 164</R> | <R>$ 165</R> | <R>$ 0</R> | <R>$ 162</R> | <R>$ 192</R> | <R>$ 0</R> |
<R>Real Estate Investment</R> | <R>$ 2,184</R> | <R>$ 2,152</R> | <R>$ 2,167</R> | <R>$ 0</R> | <R>$ 2,135</R> | <R>$ 2,542</R> | <R>$ 0</R> |
<R>Small Cap Growth</R> | <R>$ 194</R> | <R>$ 191</R> | <R>$ 193</R> | <R>$ 0</R> | <R>$ 190</R> | <R>$ 230</R> | <R>$ 0</R> |
<R>Small Cap Opportunities+</R> | <R>$ 188</R> | <R>$ 188</R> | <R>$ 188</R> | <R>$ 63</R> | <R>$ 188</R> | <R>$ 205</R> | <R>$ 63</R> |
<R>Small Cap Value</R> | <R>$ 344</R> | <R>$ 339</R> | <R>$ 342</R> | <R>$ 0</R> | <R>$ 337</R> | <R>$ 401</R> | <R>$ 0</R> |
<R>TrendL</R> | <R>$ 250</R> | <R>$ 241</R> | <R>$ 244</R> | <R>$ 0</R> | <R>$ 243</R> | <R>$ 285</R> | <R>$ 0</R> |
<R>UtilitiesM</R> | <R>$ 364</R> | <R>$ 364</R> | <R>$ 356</R> | <R>$ 0</R> | <R>$ 329</R> | <R>$ 390</R> | <R>$ 0</R> |
<R>Fidelity Value Discovery</R> | <R>$ 268</R> | <R>$ 264</R> | <R>$ 266</R> | <R>$ 0</R> | <R>$ 263</R> | <R>$ 313</R> | <R>$ 0</R> |
<R>Fidelity Select Portfolios:</R> | |||||||
<R>Air Transportation</R> | <R>$ 33</R> | <R>$ 32</R> | <R>$ 32</R> | <R>$ 0</R> | <R>$ 32</R> | <R>$ 35</R> | <R>$ 0</R> |
<R>Automotive</R> | <R>$ 7</R> | <R>$ 7</R> | <R>$ 7</R> | <R>$ 0</R> | <R>$ 7</R> | <R>$ 7</R> | <R>$ 0</R> |
<R>Banking</R> | <R>$ 112</R> | <R>$ 110</R> | <R>$ 108</R> | <R>$ 0</R> | <R>$ 108</R> | <R>$ 119</R> | <R>$ 0</R> |
<R>Biotechnology</R> | <R>$ 467</R> | <R>$ 463</R> | <R>$ 451</R> | <R>$ 0</R> | <R>$ 454</R> | <R>$ 500</R> | <R>$ 0</R> |
<R>Brokerage and Investment Management</R> | <R>$ 329</R> | <R>$ 326</R> | <R>$ 317</R> | <R>$ 0</R> | <R>$ 319</R> | <R>$ 352</R> | <R>$ 0</R> |
<R>Chemicals</R> | <R>$ 29</R> | <R>$ 29</R> | <R>$ 28</R> | <R>$ 0</R> | <R>$ 28</R> | <R>$ 31</R> | <R>$ 0</R> |
<R>Communications Equipment</R> | <R>$ 125</R> | <R>$ 124</R> | <R>$ 120</R> | <R>$ 0</R> | <R>$ 121</R> | <R>$ 134</R> | <R>$ 0</R> |
<R>Computers</R> | <R>$ 143</R> | <R>$ 141</R> | <R>$ 137</R> | <R>$ 0</R> | <R>$ 138</R> | <R>$ 153</R> | <R>$ 0</R> |
<R>Construction and Housing</R> | <R>$ 55</R> | <R>$ 55</R> | <R>$ 53</R> | <R>$ 0</R> | <R>$ 54</R> | <R>$ 59</R> | <R>$ 0</R> |
<R>Consumer Discretionary</R> | <R>$ 16</R> | <R>$ 15</R> | <R>$ 15</R> | <R>$ 0</R> | <R>$ 15</R> | <R>$ 17</R> | <R>$ 0</R> |
<R>Consumer Staples</R> | <R>$ 62</R> | <R>$ 61</R> | <R>$ 60</R> | <R>$ 0</R> | <R>$ 60</R> | <R>$ 66</R> | <R>$ 0</R> |
<R>Defense and Aerospace</R> | <R>$ 289</R> | <R>$ 285</R> | <R>$ 279</R> | <R>$ 0</R> | <R>$ 280</R> | <R>$ 309</R> | <R>$ 0</R> |
<R>ElectronicsN</R> | <R>$ 707</R> | <R>$ 700</R> | <R>$ 682</R> | <R>$ 0</R> | <R>$ 687</R> | <R>$ 757</R> | <R>$ 0</R> |
<R>Energy</R> | <R>$ 766</R> | <R>$ 758</R> | <R>$ 741</R> | <R>$ 0</R> | <R>$ 744</R> | <R>$ 820</R> | <R>$ 0</R> |
<R>Energy Service</R> | <R>$ 505</R> | <R>$ 499</R> | <R>$ 488</R> | <R>$ 0</R> | <R>$ 490</R> | <R>$ 540</R> | <R>$ 0</R> |
<R>Environmental</R> | <R>$ 23</R> | <R>$ 23</R> | <R>$ 22</R> | <R>$ 0</R> | <R>$ 22</R> | <R>$ 24</R> | <R>$ 0</R> |
<R>Financial Services</R> | <R>$ 150</R> | <R>$ 148</R> | <R>$ 145</R> | <R>$ 0</R> | <R>$ 145</R> | <R>$ 160</R> | <R>$ 0</R> |
<R>Gold</R> | <R>$ 435</R> | <R>$ 430</R> | <R>$ 421</R> | <R>$ 0</R> | <R>$ 422</R> | <R>$ 466</R> | <R>$ 0</R> |
<R>Health CareO</R> | <R>$ 648</R> | <R>$ 641</R> | <R>$ 626</R> | <R>$ 0</R> | <R>$ 629</R> | <R>$ 694</R> | <R>$ 0</R> |
<R>Home Finance</R> | <R>$ 83</R> | <R>$ 82</R> | <R>$ 80</R> | <R>$ 0</R> | <R>$ 80</R> | <R>$ 89</R> | <R>$ 0</R> |
<R>Industrial Equipment</R> | <R>$ 25</R> | <R>$ 25</R> | <R>$ 24</R> | <R>$ 0</R> | <R>$ 24</R> | <R>$ 27</R> | <R>$ 0</R> |
<R>Industrials</R> | <R>$ 24</R> | <R>$ 24</R> | <R>$ 23</R> | <R>$ 0</R> | <R>$ 24</R> | <R>$ 26</R> | <R>$ 0</R> |
<R>Insurance</R> | <R>$ 60</R> | <R>$ 59</R> | <R>$ 58</R> | <R>$ 0</R> | <R>$ 58</R> | <R>$ 64</R> | <R>$ 0</R> |
<R>IT Services</R> | <R>$ 12</R> | <R>$ 12</R> | <R>$ 11</R> | <R>$ 0</R> | <R>$ 11</R> | <R>$ 12</R> | <R>$ 0</R> |
<R>Leisure</R> | <R>$ 67</R> | <R>$ 66</R> | <R>$ 64</R> | <R>$ 0</R> | <R>$ 65</R> | <R>$ 71</R> | <R>$ 0</R> |
<R>Materials</R> | <R>$ 58</R> | <R>$ 57</R> | <R>$ 56</R> | <R>$ 0</R> | <R>$ 56</R> | <R>$ 62</R> | <R>$ 0</R> |
<R>Medical Delivery</R> | <R>$ 272</R> | <R>$ 270</R> | <R>$ 261</R> | <R>$ 0</R> | <R>$ 265</R> | <R>$ 291</R> | <R>$ 0</R> |
<R>Medical Equipment and Systems</R> | <R>$ 268</R> | <R>$ 265</R> | <R>$ 258</R> | <R>$ 0</R> | <R>$ 260</R> | <R>$ 286</R> | <R>$ 0</R> |
<R>Multimedia</R> | <R>$ 29</R> | <R>$ 29</R> | <R>$ 28</R> | <R>$ 0</R> | <R>$ 28</R> | <R>$ 31</R> | <R>$ 0</R> |
<R>Natural Gas</R> | <R>$ 402</R> | <R>$ 398</R> | <R>$ 389</R> | <R>$ 0</R> | <R>$ 391</R> | <R>$ 430</R> | <R>$ 0</R> |
<R>Natural Resources</R> | <R>$ 320</R> | <R>$ 316</R> | <R>$ 310</R> | <R>$ 0</R> | <R>$ 310</R> | <R>$ 342</R> | <R>$ 0</R> |
<R>Networking and Infrastructure</R> | <R>$ 36</R> | <R>$ 35</R> | <R>$ 34</R> | <R>$ 0</R> | <R>$ 35</R> | <R>$ 38</R> | <R>$ 0</R> |
<R>Paper and Forest Products</R> | <R>$ 7</R> | <R>$ 7</R> | <R>$ 7</R> | <R>$ 0</R> | <R>$ 7</R> | <R>$ 8</R> | <R>$ 0</R> |
<R>Pharmaceuticals</R> | <R>$ 58</R> | <R>$ 57</R> | <R>$ 56</R> | <R>$ 0</R> | <R>$ 56</R> | <R>$ 62</R> | <R>$ 0</R> |
<R>Retailing</R> | <R>$ 23</R> | <R>$ 23</R> | <R>$ 23</R> | <R>$ 0</R> | <R>$ 23</R> | <R>$ 25</R> | <R>$ 0</R> |
<R>Software and Computer Services</R> | <R>$ 207</R> | <R>$ 205</R> | <R>$ 201</R> | <R>$ 0</R> | <R>$ 201</R> | <R>$ 221</R> | <R>$ 0</R> |
<R>Technology</R> | <R>$ 522</R> | <R>$ 516</R> | <R>$ 503</R> | <R>$ 0</R> | <R>$ 506</R> | <R>$ 558</R> | <R>$ 0</R> |
<R>Tele- | <R>$ 139</R> | <R>$ 138</R> | <R>$ 134</R> | <R>$ 0</R> | <R>$ 135</R> | <R>$ 149</R> | <R>$ 0</R> |
<R>Transportation</R> | <R>$ 33</R> | <R>$ 33</R> | <R>$ 32</R> | <R>$ 0</R> | <R>$ 32</R> | <R>$ 36</R> | <R>$ 0</R> |
<R>Utilities Growth</R> | <R>$ 127</R> | <R>$ 126</R> | <R>$ 123</R> | <R>$ 0</R> | <R>$ 123</R> | <R>$ 136</R> | <R>$ 0</R> |
<R>Wireless</R> | <R>$ 116</R> | <R>$ 115</R> | <R>$ 111</R> | <R>$ 0</R> | <R>$ 113</R> | <R>$ 124</R> | <R>$ 0</R> |
<R>TOTAL COMPENSATION | <R>$ 370,250</R> | <R>$ 356,750</R> | <R>$ 360,750</R> | <R>$ 0</R> | <R>$ 359,250</R> | <R>$ 422,750</R> | <R>$ 0</R> |
<R>Compensation Table1</R> | |||||||
<R>AGGREGATE | <R>Ned C. | <R>Joseph | <R>Cornelia | <R>William S. | <R>David | <R>Michael | <R>Kenneth |
<R>Advisor Aggressive Growth</R> | <R>$ 16</R> | <R>$ 5</R> | <R>$ 12</R> | <R>$ 14</R> | <R>$ 2</R> | <R>$ 2</R> | <R>$ 12</R> |
<R>Advisor New Insights</R> | <R>$ 2,764</R> | <R>$ 1,001</R> | <R>$ 2,045</R> | <R>$ 2,337</R> | <R>$ 551</R> | <R>$ 551</R> | <R>$ 2,048</R> |
<R>BalancedB</R> | <R>$ 7,775</R> | <R>$ 967</R> | <R>$ 6,145</R> | <R>$ 6,818</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 6,114</R> |
<R>Blue Chip GrowthC</R> | <R>$ 6,698</R> | <R>$ 403</R> | <R>$ 5,479</R> | <R>$ 5,965</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 5,398</R> |
<R>Blue Chip Value</R> | <R>$ 147</R> | <R>$ 14</R> | <R>$ 114</R> | <R>$ 132</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 113</R> |
<R>Capital & IncomeD</R> | <R>$ 2,194</R> | <R>$ 0</R> | <R>$ 1,973</R> | <R>$ 1,954</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 1,946</R> |
<R>Congress Street</R> | <R>$ 24</R> | <R>$ 9</R> | <R>$ 18</R> | <R>$ 21</R> | <R>$ 5</R> | <R>$ 5</R> | <R>$ 18</R> |
<R>ContrafundE</R> | <R>$ 24,921</R> | <R>$ 9,040</R> | <R>$ 18,438</R> | <R>$ 21,059</R> | <R>$ 4,975</R> | <R>$ 4,975</R> | <R>$ 18,463</R> |
<R>Dividend GrowthF</R> | <R>$ 5,538</R> | <R>$ 352</R> | <R>$ 4,511</R> | <R>$ 4,937</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 4,446</R> |
<R>Equity-IncomeG</R> | <R>$ 8,478</R> | <R>$ 0</R> | <R>$ 8,122</R> | <R>$ 8,099</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 8,066</R> |
<R>Exchange</R> | <R>$ 84</R> | <R>$ 28</R> | <R>$ 62</R> | <R>$ 70</R> | <R>$ 15</R> | <R>$ 15</R> | <R>$ 62</R> |
<R>Export and Multinational</R> | <R>$ 1,450</R> | <R>$ 165</R> | <R>$ 1,160</R> | <R>$ 1,272</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 1,152</R> |
<R>Focused High Income</R> | <R>$ 15</R> | <R>$ 0</R> | <R>$ 13</R> | <R>$ 13</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 13</R> |
<R>Growth & IncomeH</R> | <R>$ 9,738</R> | <R>$ 591</R> | <R>$ 7,970</R> | <R>$ 8,678</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 7,853</R> |
<R>High Income</R> | <R>$ 1,331</R> | <R>$ 0</R> | <R>$ 1,200</R> | <R>$ 1,188</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 1,183</R> |
<R>International Real Estate</R> | <R>$ 335</R> | <R>$ 25</R> | <R>$ 257</R> | <R>$ 293</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 255</R> |
<R>Large Cap Growth</R> | <R>$ 51</R> | <R>$ 0</R> | <R>$ 49</R> | <R>$ 49</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 49</R> |
<R>Large Cap Value</R> | <R>$ 266</R> | <R>$ 0</R> | <R>$ 251</R> | <R>$ 249</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 249</R> |
<R>Leveraged Company Stock</R> | <R>$ 1,773</R> | <R>$ 154</R> | <R>$ 1,416</R> | <R>$ 1,601</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 1,398</R> |
<R>Low-Priced StockI</R> | <R>$ 12,857</R> | <R>$ 838</R> | <R>$ 10,444</R> | <R>$ 11,462</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 10,297</R> |
<R>Mid Cap Growth</R> | <R>$ 133</R> | <R>$ 0</R> | <R>$ 127</R> | <R>$ 127</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 126</R> |
<R>Mid Cap Value</R> | <R>$ 144</R> | <R>$ 0</R> | <R>$ 137</R> | <R>$ 136</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 136</R> |
<R>New Markets Income</R> | <R>$ 768</R> | <R>$ 258</R> | <R>$ 567</R> | <R>$ 649</R> | <R>$ 135</R> | <R>$ 135</R> | <R>$ 567</R> |
<R>OTCJ</R> | <R>$ 2,832</R> | <R>$ 178</R> | <R>$ 2,298</R> | <R>$ 2,514</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 2,266</R> |
<R>PuritanK</R> | <R>$ 8,549</R> | <R>$ 980</R> | <R>$ 6,806</R> | <R>$ 7,488</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 6,762</R> |
<R>Real Estate Income</R> | <R>$ 205</R> | <R>$ 12</R> | <R>$ 167</R> | <R>$ 181</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 164</R> |
<R>Real Estate Investment</R> | <R>$ 2,722</R> | <R>$ 151</R> | <R>$ 2,193</R> | <R>$ 2,390</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 2,163</R> |
<R>Small Cap Growth</R> | <R>$ 249</R> | <R>$ 23</R> | <R>$ 194</R> | <R>$ 223</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 192</R> |
<R>Small Cap Opportunities+</R> | <R>$ 241</R> | <R>$ 171</R> | <R>$ 188</R> | <R>$ 208</R> | <R>$ 126</R> | <R>$ 126</R> | <R>$ 188</R> |
<R>Small Cap Value</R> | <R>$ 431</R> | <R>$ 31</R> | <R>$ 346</R> | <R>$ 383</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 341</R> |
<R>TrendL</R> | <R>$ 333</R> | <R>$ 124</R> | <R>$ 247</R> | <R>$ 282</R> | <R>$ 70</R> | <R>$ 70</R> | <R>$ 247</R> |
<R>UtilitiesM</R> | <R>$ 383</R> | <R>$ 0</R> | <R>$ 364</R> | <R>$ 362</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 361</R> |
<R>Fidelity Value Discovery</R> | <R>$ 337</R> | <R>$ 24</R> | <R>$ 269</R> | <R>$ 300</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 266</R> |
<R>Fidelity Select Portfolios:</R> | |||||||
<R>Air Transportation</R> | <R>$ 35</R> | <R>$ 0</R> | <R>$ 33</R> | <R>$ 33</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 32</R> |
<R>Automotive</R> | <R>$ 8</R> | <R>$ 0</R> | <R>$ 7</R> | <R>$ 7</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 7</R> |
<R>Banking</R> | <R>$ 117</R> | <R>$ 0</R> | <R>$ 111</R> | <R>$ 110</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 110</R> |
<R>Biotechnology</R> | <R>$ 492</R> | <R>$ 0</R> | <R>$ 465</R> | <R>$ 463</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 461</R> |
<R>Brokerage and Investment Management</R> | <R>$ 350</R> | <R>$ 0</R> | <R>$ 327</R> | <R>$ 326</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 325</R> |
<R>Chemicals</R> | <R>$ 31</R> | <R>$ 0</R> | <R>$ 29</R> | <R>$ 29</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 29</R> |
<R>Communications Equipment</R> | <R>$ 131</R> | <R>$ 0</R> | <R>$ 124</R> | <R>$ 124</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 123</R> |
<R>Computers</R> | <R>$ 151</R> | <R>$ 0</R> | <R>$ 142</R> | <R>$ 141</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 141</R> |
<R>Construction and Housing</R> | <R>$ 58</R> | <R>$ 0</R> | <R>$ 55</R> | <R>$ 55</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 55</R> |
<R>Consumer Discretionary</R> | <R>$ 16</R> | <R>$ 0</R> | <R>$ 16</R> | <R>$ 15</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 15</R> |
<R>Consumer Staples</R> | <R>$ 67</R> | <R>$ 0</R> | <R>$ 62</R> | <R>$ 61</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 61</R> |
<R>Defense and Aerospace</R> | <R>$ 306</R> | <R>$ 0</R> | <R>$ 287</R> | <R>$ 286</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 285</R> |
<R>ElectronicsN</R> | <R>$ 741</R> | <R>$ 0</R> | <R>$ 704</R> | <R>$ 701</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 698</R> |
<R>Energy</R> | <R>$ 803</R> | <R>$ 0</R> | <R>$ 762</R> | <R>$ 759</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 756</R> |
<R>Energy Service</R> | <R>$ 526</R> | <R>$ 0</R> | <R>$ 502</R> | <R>$ 500</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 498</R> |
<R>Environmental</R> | <R>$ 24</R> | <R>$ 0</R> | <R>$ 23</R> | <R>$ 23</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 22</R> |
<R>Financial Services</R> | <R>$ 159</R> | <R>$ 0</R> | <R>$ 149</R> | <R>$ 148</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 148</R> |
<R>Gold</R> | <R>$ 459</R> | <R>$ 0</R> | <R>$ 433</R> | <R>$ 431</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 429</R> |
<R>Health CareO</R> | <R>$ 682</R> | <R>$ 0</R> | <R>$ 645</R> | <R>$ 642</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 640</R> |
<R>Home Finance</R> | <R>$ 87</R> | <R>$ 0</R> | <R>$ 82</R> | <R>$ 82</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 82</R> |
<R>Industrial Equipment</R> | <R>$ 26</R> | <R>$ 0</R> | <R>$ 25</R> | <R>$ 25</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 25</R> |
<R>Industrials</R> | <R>$ 25</R> | <R>$ 0</R> | <R>$ 24</R> | <R>$ 24</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 24</R> |
<R>Insurance</R> | <R>$ 63</R> | <R>$ 0</R> | <R>$ 60</R> | <R>$ 59</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 59</R> |
<R>IT Services</R> | <R>$ 12</R> | <R>$ 0</R> | <R>$ 12</R> | <R>$ 12</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 11</R> |
<R>Leisure</R> | <R>$ 71</R> | <R>$ 0</R> | <R>$ 66</R> | <R>$ 66</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 66</R> |
<R>Materials</R> | <R>$ 61</R> | <R>$ 0</R> | <R>$ 58</R> | <R>$ 57</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 57</R> |
<R>Medical Delivery</R> | <R>$ 283</R> | <R>$ 0</R> | <R>$ 270</R> | <R>$ 270</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 269</R> |
<R>Medical Equipment and Systems</R> | <R>$ 281</R> | <R>$ 0</R> | <R>$ 266</R> | <R>$ 265</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 264</R> |
<R>Multimedia</R> | <R>$ 31</R> | <R>$ 0</R> | <R>$ 29</R> | <R>$ 29</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 29</R> |
<R>Natural Gas</R> | <R>$ 420</R> | <R>$ 0</R> | <R>$ 400</R> | <R>$ 399</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 397</R> |
<R>Natural Resources</R> | <R>$ 337</R> | <R>$ 0</R> | <R>$ 318</R> | <R>$ 317</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 315</R> |
<R>Networking and Infrastructure</R> | <R>$ 37</R> | <R>$ 0</R> | <R>$ 36</R> | <R>$ 35</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 35</R> |
<R>Paper and Forest Products</R> | <R>$ 8</R> | <R>$ 0</R> | <R>$ 7</R> | <R>$ 7</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 7</R> |
<R>Pharmaceuticals</R> | <R>$ 62</R> | <R>$ 0</R> | <R>$ 58</R> | <R>$ 57</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 57</R> |
<R>Retailing</R> | <R>$ 25</R> | <R>$ 0</R> | <R>$ 23</R> | <R>$ 23</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 23</R> |
<R>Software and Computer Services</R> | <R>$ 224</R> | <R>$ 0</R> | <R>$ 207</R> | <R>$ 205</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 204</R> |
<R>Technology</R> | <R>$ 550</R> | <R>$ 0</R> | <R>$ 519</R> | <R>$ 517</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 515</R> |
<R>Tele- | <R>$ 148</R> | <R>$ 0</R> | <R>$ 138</R> | <R>$ 138</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 137</R> |
<R>Transportation</R> | <R>$ 35</R> | <R>$ 0</R> | <R>$ 33</R> | <R>$ 33</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 33</R> |
<R>Utilities Growth</R> | <R>$ 138</R> | <R>$ 0</R> | <R>$ 127</R> | <R>$ 126</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 125</R> |
<R>Wireless</R> | <R>$ 121</R> | <R>$ 0</R> | <R>$ 115</R> | <R>$ 115</R> | <R>$ 0</R> | <R>$ 0</R> | <R>$ 115</R> |
<R>TOTAL COMPENSATION | <R>$ 494,750</R> | <R>$ 179,250</R> | <R>$ 365,750</R> | <R>$ 418,500</R> | <R>$ 97,500</R> | <R>$ 97,500</R> | <R>$ 366,250</R> |
<R>1 Edward C. Johnson 3d, James C. Curvey, and Peter S. Lynch are interested persons and are compensated by FMR. </R>
<R>2 During the period from June 1, 2005 through September 19, 2006, Mr. Gamper served as a Member of the Advisory Board for Fidelity Select Portfolios. Effective September 20, 2006, Mr. Gamper serves as a Member of the Board of Trustees for Fidelity Select Portfolios. </R>
<R>3 Effective January 1, 2008, Arthur E. Johnson and Alan J. Lacy serve as Members of the Advisory Board.</R>
<R>4 During the period from March 1, 2006 through December 31, 2006, Mr. Keyes served as a Member of the Advisory Board. Effective January 1, 2007, Mr. Keyes serves as a Member of the Board of Trustees. </R>
<R>5 Effective July 1, 2007, Mr. Mauriello serves as a Member of the Advisory Board. </R>
<R>6 Effective October 1, 2007, Messrs. Thomas and Wiley serve as Members of the Advisory Board.</R>
+ Estimated for the fund's first full year.
<R>A Reflects compensation received for the calendar year ended December 31, 2007 for 373 funds of 58 trusts (including Fidelity Central Investment Portfolios LLC & Fidelity Central Investment Portfolios II LLC). Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For calendar year ended December 31, 2007, the Trustees accrued required deferred compensation from the funds as follows: Dennis J. Dirks, $158,875; Albert R. Gamper, $155,125; George H. Heilmeier, $155,125; James H. Keyes, $155,125; Marie L. Knowles, $170,125; Ned C. Lautenbach, $205,125; Cornelia M. Small; $155,125; William S. Stavropoulos, $161,375; and Kenneth L. Wolfe, $155,125. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Ned C. Lautenbach, $37,576.</R>
<R>B Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $4,206; Albert R. Gamper, Jr., $4,206; George H. Heilmeier, $4,206; James H. Keyes, $2,867; Marie L. Knowles, $4,630; Ned C. Lautenbach, $5,285; Cornelia M. Small, $4,206; William S. Stavropoulos, $4,206; and Kenneth L. Wolfe, $4,206. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $1,099.</R>
C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $3,723; Albert R. Gamper, Jr., $3,725; George H. Heilmeier, $3,723; James H. Keyes, $2,103; Marie L. Knowles, $4,099; Ned C. Lautenbach, $4,538; Cornelia M. Small, $3,723;William S. Stavropoulos, $3,723; and Kenneth L. Wolfe, $3,723. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $975.
<R>D Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,315; Albert R. Gamper, Jr., $1,352; George H. Heilmeier, $1,315; James H. Keyes, $478; Marie L. Knowles, $1,448; Ned C. Lautenbach, $1,513; Cornelia M. Small, $1,315; William S. Stavropoulos, $1,315; and Kenneth L. Wolfe, $1,315. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $346.</R>
<R>E Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $13,564; Albert R. Gamper, Jr., $13,232; George H. Heilmeier, $13,232; James, H. Keyes, $13,232, Marie L. Knowles, $14,510; Ned C. Lautenbach, $17,490; Cornelia M. Small, $13,232; William S. Stavropoulos, $13,785; and Kenneth L. Wolfe, $13,232. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $3,197.</R>
F Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $3,066; Albert R. Gamper, Jr., $3,068; George H. Heilmeier, $3,066; James H. Keyes, $1,768; Marie L. Knowles, $3,376; Ned C. Lautenbach, $3,750; Cornelia M. Small, $3,066; William S. Stavropoulos, $3,066; and Kenneth L. Wolfe, $3,066. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $804.
<R>G Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $5,325; Albert R. Gamper, Jr., $5,834; George H. Heilmeier, $5,325; James H. Keyes, $464; Marie L. Knowles, $5,863; Ned C. Lautenbach, $5,635; Cornelia M. Small, $5,325; William S. Stavropoulos, $5,325; and Kenneth L. Wolfe, $5,325. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $1,405.</R>
H Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $5,416; Albert R. Gamper, Jr., $5,419; George H. Heilmeier, $5,416; James H. Keyes, $3,050; Marie L. Knowles, $5,963; Ned C. Lautenbach, $6,600; Cornelia M. Small, $5,416; William S. Stavropoulos, $5,416; and Kenneth L. Wolfe, $5,416. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $1,419.
I Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $7,105; Albert R. Gamper, Jr., $7,108; George H. Heilmeier, $7,105; James H. Keyes, $4,146; Marie L. Knowles, $7,823; Ned C. Lautenbach, $8,700; Cornelia M. Small, $7,105; William S. Stavropoulos, $7,105; and Kenneth L. Wolfe, $7,105. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $1,861.
J Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,562; Albert R. Gamper, Jr., $1,563; George H. Heilmeier, $1,562; James H. Keyes, $915; Marie L. Knowles, $1,720; Ned C. Lautenbach, $1,916; Cornelia M. Small, $1,562; William S. Stavropoulos, $1,562; and Kenneth L. Wolfe, $1,562. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $410.
K Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $4,641; Albert R. Gamper, Jr., $4,641; George H. Heilmeier, $4,641; James H. Keyes, $3,072; Marie L. Knowles, $5,110; Ned C. Lautenbach, $5,808; Cornelia M. Small, $4,641; William S. Stavropoulos, $4,641; and Kenneth L. Wolfe, $4,641. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $1,214.
<R>L Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $182; Albert R. Gamper, Jr., $178; George H. Heilmeier, $178; James H. Keyes, $178, Marie L. Knowles, $195; Ned C. Lautenbach, $234; Cornelia M. Small, $178; William S. Stavropoulos, $185; and Kenneth L. Wolfe, $178. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $43.</R>
<R>M Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $238; Albert R. Gamper, Jr., $259; George H. Heilmeier, $238; James H. Keyes, $25; Marie L. Knowles, $263; Ned C. Lautenbach, $256; Cornelia M. Small, $238; William S. Stavropoulos, $238; and Kenneth L. Wolfe, $238. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $63.</R>
<R>N Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $462; Albert R. Gamper, Jr., $205; George H. Heilmeier, $462; James H. Keyes, $63; Marie L. Knowles, $509; Ned C. Lautenbach, $495; Cornelia M. Small, $462; William S. Stavropoulos, $462; and Kenneth L. Wolfe, $462. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $122.</R>
<R>O Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $425; Albert R. Gamper, Jr., $204; George H. Heilmeier, $425; James H. Keyes, $64; Marie L. Knowles, $468; Ned C. Lautenbach, $458; Cornelia M. Small, $425;William S. Stavropoulos, $425; and Kenneth L. Wolfe, $425. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $112.</R>
APPENDIX H
<R>Number of Committee Meetings Held During Most Recent Fiscal Year Ended 2007:</R>
<R>FYE</R> | <R>12/31</R> | <R>11/30</R> | <R>8/31</R> | <R>7/31</R> | <R>4/30</R> | <R>2/28</R> | <R>1/31</R> |
<R>COMMITTEE</R> | |||||||
<R>Audit</R> | <R>12</R> | <R>13</R> | <R>12</R> | <R>12</R> | <R>15</R> | <R>17</R> | <R>16</R> |
<R>Operations Committee</R> | <R>15</R> | <R>16</R> | <R>17</R> | <R>17</R> | <R>16</R> | <R>13</R> | <R>13</R> |
<R>Fair Value Oversight</R> | <R>4</R> | <R>4</R> | <R>4</R> | <R>4</R> | <R>4</R> | <R>4</R> | <R>4</R> |
<R>Governance and Nominating</R> | <R>11</R> | <R>12</R> | <R>10</R> | <R>10</R> | <R>10</R> | <R>10</R> | <R>10</R> |
<R>Shareholder, Distribution And Brokerage</R> | <R>12</R> | <R>13</R> | <R>13</R> | <R>13</R> | <R>13</R> | <R>13</R> | <R>13</R> |
<R>Equity Contract</R> | <R>3</R> | <R>3</R> | <R>4</R> | <R>4</R> | <R>5</R> | <R>7</R> | <R>4</R> |
<R>Fixed-Income Contract</R> | <R>4</R> | <R>4</R> | <R>4</R> | <R>4</R> | <R>3</R> | <R>4</R> | <R>4</R> |
<R>Compliance</R> | <R>7</R> | <R>9</R> | <R>10</R> | <R>10</R> | <R>17</R> | <R>19</R> | <R>18</R> |
<R>Proxy Voting</R> | <R>4</R> | <R>4</R> | <R>3</R> | <R>3</R> | <R>3</R> | <R>2</R> | <R>2</R> |
<R>Fund Oversight:</R> | <R> </R> | ||||||
<R>Fixed-Income/ International/ Special1</R> | <R>11</R> | <R>11</R> | <R>12</R> | <R>12</R> | <R>13</R> | <R>13</R> | <R>11</R> |
<R>Equity1</R> | <R>9</R> | <R>10</R> | <R>10</R> | <R>10</R> | <R>12</R> | <R>12</R> | <R>10</R> |
<R>Select and Asset Allocation1</R> | <R>9</R> | <R>11</R> | <R>11</R> | <R>11</R> | <R>12</R> | <R>12</R> | <R>11</R> |
<R>Equity I2</R> | <R>1</R> | <R>1</R> | <R>0</R> | <R>0</R> | <R>0</R> | <R>0</R> | <R>0</R> |
<R>Equity II2</R> | <R>1</R> | <R>1</R> | <R>0</R> | <R>0</R> | <R>0</R> | <R>0</R> | <R>0</R> |
<R>Fixed-Income and Asset Allocation2</R> | <R>1</R> | <R>1</R> | <R>0</R> | <R>0</R> | <R>0</R> | <R>0</R> | <R>0</R> |
1 Existed as Fund Oversight Committee prior to November 2007.
2 New Fund Oversight Committee beginning November 2007.
APPENDIX I
<R>Audit Fees.The aggregate Audit Fees billed by PwC or Deloitte Entities, as applicable, for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for the funds and for all funds in the Fidelity Group of Funds:</R>
Funds | FYE | 2007 | 2006 | 2006 | ||
<R>11/30</R> | ||||||
<R>Advisor Aggressive Growth</R> | <R>
| <R>
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<R>All funds in the Fidelity Group of Funds audited | <R>
| <R> |
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<R>
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<R>Balanced</R> | <R> | <R> | <R> | |||
<R> | <R>$ 60,000</R> | <R> | ||||
<R>Puritan</R> | <R>$ 245,000</R> | <R> | <R> |
| ||
<R> | <R>$ 14,300,000</R> | <R> | <R> |
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<R>Form of Proxy Card: Home Finance Portfolio</R>
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[TRUST NAME: FUND NAME Prints Here]PROXY SOLICITED BY THE TRUSTEES
<R>The undersigned, revoking previous proxies, hereby appoint(s) Edward C. Johnson 3d, Margaret A. Carey, and Cornelia Small, or any one or more of them, attorneys, with full power of substitution, to vote all shares of Fidelity® Select Portfolios® as indicated above which the undersigned is entitled to vote at the Special Meeting of Shareholders of the fund to be held at an office of the trust at 27 State Street, 10th Floor, Boston, MA 02109, on September 20, 2006 at 9:00 a.m. Eastern Time and at any adjournments thereof. All powers may be exercised by a majority of said proxy holders or substitutes voting or acting or, if only one votes and acts, then by that one. This Proxy shall be voted on the proposal(s) described in the Proxy Statement as specified on the reverse side. Receipt of the Notice of the Meeting and the accompanying Proxy Statement is hereby acknowledged.</R>
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Please refer to the Proxy Statement discussion of each of these matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTEDFOR THE PROPOSAL[S].
As to any other matter, said attorneys shall vote in accordance with their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
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<R>
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<R>Blue Chip Growth</R> | <R>
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<R>Blue Chip Value</R> | <R>
| <R> | ||||
<R> | <R> | <R> | ||||
<R> | <R>$ 150,000</R> | <R>$ 168,000</R> | ||||
<R>International Real Estate</R> | <R>$ 55,000</R> | <R>$ 51,000</R> | ||||
<R>Leveraged Company Stock</R> | <R>$ 59,000</R> | <R>$ 54,000</R> | ||||
<R>Low-Priced Stock</R> | <R>$ 204,000</R> | <R>$ 206,000</R> | ||||
<R>OTC</R> | <R>$ 54,000</R> | <R>$ 48,000</R> | ||||
<R>Real Estate Income</R> | <R>$ 94,000</R> | <R>$ 69,000</R> | ||||
<R>Real Estate Investment</R> | <R>$ 121,000</R> | <R>$ 114,000</R> | ||||
<R>Small Cap Growth</R> | <R>$ 46,000</R> | <R>$ 37,000</R> | ||||
<R>Small Cap Opportunities</R> | <R>$ 42,000</R> | <R>$ 0</R> | ||||
<R>Small Cap Value</R> | <R>$ 47,000</R> | <R>$ 38,000</R> | ||||
<R>Fidelity Value Discovery</R> | <R>$ 36,000</R> | <R>$ 30,000</R> | ||||
<R>
| ||||||
<R>All funds in the Fidelity Group of Funds audited | <R> | <R> | ||||
<R>All funds in the Fidelity Group of Funds audited by Deloitte Entities</R> | <R>$ 7,100,000</R> | <R> | ||||
| ||||||
<R> |
|
|
| |||
|
|
|
|
| ||
| |||||
|
|
| <R>$ 189,000</R> | ||
<R>Focused High Income</R> | <R>$ 61,000</R> | <R>$ 52,000</R> | |||
<R>High Income</R> | <R>$ 132,000</R> | <R>$ 125,000</R> | |||
<R>All funds in the Fidelity Group of Funds audited | <R>$ 13,900,000</R> | <R>$ 12,500,000</R> |
<R>Funds</R> | <R>FYE</R> | <R>2007 | <R>2006 |
<R>2/28</R> | |||
<R>Air Transportation</R> | <R>$ 30,000</R> | <R>$ 28,000</R> | |
<R>Automotive</R> | <R>$ 30,000</R> | <R>$ 28,000</R> | |
<R>Banking</R> | <R>$ 31,000</R> | <R>$ 30,000</R> | |
<R>Biotechnology</R> | <R>$ 34,000</R> | <R>$ 33,000</R> | |
<R>Brokerage and Investment Management</R> | <R>$ 33,000</R> | <R>$ 31,000</R> | |
<R>Chemicals</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>Communications Equipment</R> | <R>$ 31,000</R> | <R>$ 30,000</R> | |
<R>Computers</R> | <R>$ 31,000</R> | <R>$ 30,000</R> | |
<R>Construction and Housing</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>Consumer Discretionary</R> | <R>$ 30,000</R> | <R>$ 28,000</R> | |
<R>Consumer Staples</R> | <R>$ 32,000</R> | <R>$ 29,000</R> | |
<R>Defense and Aerospace</R> | <R>$ 32,000</R> | <R>$ 31,000</R> | |
<R>Electronics</R> | <R>$ 36,000</R> | <R>$ 36,000</R> | |
<R>Energy</R> | <R>$ 37,000</R> | <R>$ 34,000</R> | |
<R>Energy Service</R> | <R>$ 34,000</R> | <R>$ 32,000</R> | |
<R>Environmental</R> | <R>$ 30,000</R> | <R>$ 28,000</R> | |
<R>Financial Services</R> | <R>$ 31,000</R> | <R>$ 31,000</R> | |
<R>2/28</R> | |||
<R>Gold</R> | <R>$ 35,000</R> | <R>$ 31,000</R> | |
<R>Health Care</R> | <R>$ 35,000</R> | <R>$ 36,000</R> | |
<R>Home Finance</R> | <R>$ 30,000</R> | <R>$ 30,000</R> | |
<R>Industrial Equipment</R> | <R>$ 30,000</R> | <R>$ 28,000</R> | |
<R>Industrials</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>Insurance</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>IT Services</R> | <R>$ 30,000</R> | <R>$ 28,000</R> | |
<R>Leisure</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>Materials</R> | <R>$ 32,000</R> | <R>$ 29,000</R> | |
<R>Medical Delivery</R> | <R>$ 32,000</R> | <R>$ 32,000</R> | |
<R>Medical Equipment and Systems</R> | <R>$ 32,000</R> | <R>$ 32,000</R> | |
<R>Multimedia</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>Natural Gas</R> | <R>$ 33,000</R> | <R>$ 33,000</R> | |
<R>Natural Resources</R> | <R>$ 33,000</R> | <R>$ 30,000</R> | |
<R>Networking and Infrastructure</R> | <R>$ 30,000</R> | <R>$ 28,000</R> | |
<R>Paper and Forest Products</R> | <R>$ 30,000</R> | <R>$ 28,000</R> | |
<R>Pharmaceuticals</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>Retailing</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>Software and Computer Services</R> | <R>$ 31,000</R> | <R>$ 30,000</R> | |
<R>Technology</R> | <R>$ 34,000</R> | <R>$ 34,000</R> | |
<R>Telecommunications</R> | <R>$ 33,000</R> | <R>$ 29,000</R> | |
<R>Transportation</R> | <R>$ 30,000</R> | <R>$ 29,000</R> | |
<R>Utilities Growth</R> | <R>$ 31,000</R> | <R>$ 29,000</R> | |
<R>Wireless</R> | <R>$ 31,000</R> | <R>$ 29,000</R> | |
<R>All funds in the Fidelity Group of Funds audited by PwC</R> | <R>$ 14,100,000</R> | <R>$ 12,500,000</R> | |
<R>Funds</R> | <R>FYE</R> | <R>2007 | <R>2006 |
<R>1/31</R> | |||
<R>Equity-Income</R> | <R>$ 211,000</R> | <R>$ 228,000</R> | |
<R>Large Cap Growth</R> | <R>$ 48,000</R> | <R>$ 42,000</R> | |
<R>Large Cap Value</R> | <R>$ 50,000</R> | <R>$ 43,000</R> | |
<R>Mid Cap Growth</R> | <R>$ 49,000</R> | <R>$ 43,000</R> | |
<R>Mid Cap Value</R> | <R>$ 50,000</R> | <R>$ 45,000</R> | |
<R>Utilities</R> | <R>$ 56,000</R> | <R>$ 55,000</R> | |
<R>All funds in the Fidelity Group of Funds audited by PwC</R> | <R>$ 13,800,000</R> | <R>$ 12,300,000</R> | |
<R>Funds</R> | <R>FYE</R> | <R>2006 | <R>2005 |
<R>12/31</R> | |||
<R>Advisor New Insights</R> | <R>$ 62,000</R> | <R>$ 45,000</R> | |
<R>Contrafund</R> | <R>$ 278,000</R> | <R>$ 251,000</R> | |
<R>Congress Street</R> | <R>$ 45,000</R> | <R>$ 42,000</R> | |
<R>Exchange</R> | <R>$ 46,000</R> | <R>$ 43,000</R> | |
<R>New Markets Income</R> | <R>$ 102,000</R> | <R>$ 93,000</R> | |
<R>Trend</R> | <R>$ 57,000</R> | <R>$ 52,000</R> | |
<R>All funds in the Fidelity Group of Funds audited by PwC</R> | <R>$ 13,900,000</R> | <R>$ 12,300,000</R> |
(Photograph of Edward C. Johnson 3d.)
<R>A Aggregate amounts may reflect rounding.</R>
I M P O R T A N T<R>B Fidelity Small Cap Opportunities Fund commenced operations on March 22, 2007.</R>
<R>CProxy Materials For the one month period ended August 31, 2006.</R>
PLEASE CAST YOUR VOTE NOW!<R>D Fiscal year ended July 31, 2006.</R>
<R>FidelityAPPENDIX J® Select Portfolios®</R>
Dear Shareholder:<R>Tax Fees</R>
I am writing<R>The aggregate Tax Fees billed by PwC or Deloitte Entities, as applicable, for professional services rendered for tax compliance, tax advice, and tax planning for each fund:</R>
<R>Funds</R> | <R>FYE</R> | <R>2007 Fiscal YearA</R> | <R>2006 Fiscal YearA,C</R> | <R>2006 Fiscal YearA</R> |
<R>11/30</R> | ||||
<R>Advisor Aggressive Growth</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>8/31</R> | ||||
<R>Balanced</R> | <R>$ 4,800</R> | <R>$ 4,100B</R> | <R>$ 4,600D</R> | |
<R>Export and Multinational</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>Puritan</R> | <R>$ 4,800</R> | <R>$ 4,100B</R> | <R>$ 4,600D</R> | |
<R>7/31</R> | ||||
<R>Blue Chip Growth</R> | <R>$ 4,200</R> | <R>$ 4,500</R> | ||
<R>Blue Chip Value</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>Dividend Growth</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>Growth & Income</R> | <R>$ 4,800</R> | <R>$ 4,600</R> | ||
<R>International Real Estate</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>Leveraged Company Stock</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>Low-Priced Stock</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>OTC</R> | <R>$ 5,200</R> | <R>$ 4,500</R> | ||
<R>Real Estate Income</R> | <R>$ 5,200</R> | <R>$ 4,000</R> | ||
<R>Real Estate Investment</R> | <R>$ 3,800</R> | <R>$ 3,600</R> | ||
<R>Small Cap Growth</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>Small Cap Opportunities</R> | <R>$ 4,200</R> | <R>$ 0</R> | ||
<R>Small Cap Value</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>Fidelity Value Discovery</R> | <R>$ 4,200</R> | <R>$ 4,000</R> | ||
<R>4/30</R> | ||||
<R>Capital & Income</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>Focused High Income</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | ||
<R>High Income</R> | <R>$ 2,900</R> | <R>$ 2,700</R> |
<R>Funds</R> | <R>FYE</R> | <R>2007 Fiscal YearA</R> | <R>2006 Fiscal YearA</R> |
<R>2/28</R> | |||
<R>Air Transportation</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Automotive</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Banking</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Biotechnology</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Brokerage and Investment Management</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Chemicals</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Communications Equipment</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Computers</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Construction and Housing</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Consumer Discretionary</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Consumer Staples</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Defense and Aerospace</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Electronics</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Energy</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Energy Service</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Environmental</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Financial Services</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Gold</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Health Care</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Home Finance</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Industrial Equipment</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Industrials</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Insurance</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>IT Services</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Leisure</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Materials</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Medical Delivery</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Medical Equipment and Systems</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Multimedia</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Natural Gas</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>2/28</R> | |||
<R>Natural Resources</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Networking and Infrastructure</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Paper and Forest Products</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Pharmaceuticals</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Retailing</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Software and Computer Services</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Technology</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Telecommunications</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Transportation</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Utilities Growth</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Wireless</R> | <R>$ 2,100</R> | <R>$ 2,000</R> | |
<R>Funds</R> | <R>FYE</R> | <R>2007 Fiscal YearA</R> | <R>2006 Fiscal YearA</R> |
<R>1/31</R> | |||
<R>Equity-Income</R> | <R>$ 4,800</R> | <R>$ 4,600</R> | |
<R>Large Cap Growth</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | |
<R>Large Cap Value</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | |
<R>Mid Cap Growth</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | |
<R>Mid Cap Value</R> | <R>$ 2,900</R> | <R>$ 2,700</R> | |
<R>Utilities</R> | <R>$ 3,800</R> | <R>$ 3,600</R> | |
<R>Funds</R> | <R>FYE</R> | <R>2006 Fiscal YearA</R> | <R>2005 Fiscal YearA</R> |
<R>12/31</R> | |||
<R>Advisor New Insights</R> | <R>$ 2,600</R> | <R>$ 2,400</R> | |
<R>Contrafund</R> | <R>$ 3,600</R> | <R>$ 3,400</R> | |
<R>Congress Street</R> | <R>$ 2,700</R> | <R>$ 2,500</R> | |
<R>Exchange</R> | <R>$ 2,700</R> | <R>$ 2,500</R> | |
<R>New Markets Income</R> | <R>$ 2,700</R> | <R>$ 2,500</R> | |
<R>Trend</R> | <R>$ 3,600</R> | <R>$ 3,400</R> |
<R>A Aggregate amounts may reflect rounding.</R>
<R>BFor the one month period ended August 31, 2006.</R>
<R>CFidelity Small Cap Opportunities Fund commenced operations on March 22, 2007.</R>
<R>DFiscal year ended July 31, 2006.</R>
<R>APPENDIX K</R>
<R>All Other Fees.</R>
<R>The aggregate Other Fees billed by PwC or Deloitte Entities, as applicable, for all other non-audit services rendered to let you knowthe funds:</R>
<R>Funds</R> | <R>FYE</R> | <R>2007 Fiscal YearA</R> | <R>2006 Fiscal YearA,C</R> | <R>2006 Fiscal YearA</R> |
<R>11/30</R> | ||||
<R>Advisor Aggressive Growth</R> | <R>$ 1,200</R> | <R>$ 1,200</R> | ||
<R>8/31</R> | ||||
<R>Balanced</R> | <R>$ 16,100</R> | <R>$ 1,400B</R> | <R>$ 15,900</R> | |
<R>Export and Multinational</R> | <R>$ 3,900</R> | <R>$ 4,900</R> | ||
<R>Puritan</R> | <R>$ 17,500</R> | <R>$ 1,700B</R> | <R>$ 21,800</R> | |
<R>7/31</R> | ||||
<R>Blue Chip Growth</R> | <R>$ 0</R> | <R>$ 0</R> | ||
<R>Blue Chip Value</R> | <R>$ 1,400</R> | <R>$ 1,500</R> | ||
<R>Dividend Growth</R> | <R>$ 11,800</R> | <R>$ 15,600</R> | ||
<R>Growth & Income</R> | <R>$ 19,900</R> | <R>$ 27,900</R> | ||
<R>International Real Estate</R> | <R>$ 1,800</R> | <R>$ 1,600</R> | ||
<R>Leveraged Company Stock</R> | <R>$ 4,600</R> | <R>$ 4,500</R> | ||
<R>Low-Priced Stock</R> | <R>$ 26,100</R> | <R>$ 33,400</R> | ||
<R>OTC</R> | <R>$ 0</R> | <R>$ 0</R> | ||
<R>Real Estate Income</R> | <R>$ 0</R> | <R>$ 0</R> | ||
<R>Real Estate Investment</R> | <R>$ 6,500</R> | <R>$ 6,500</R> | ||
<R>Small Cap Growth</R> | <R>$ 1,600</R> | <R>$ 1,700</R> | ||
<R>Small Cap Opportunities</R> | <R>$ 0</R> | <R>$ 0</R> | ||
<R>Small Cap Value</R> | <R>$ 2,000</R> | <R>$ 2,100</R> | ||
<R>Fidelty Value Discovery</R> | <R>$ 4,200</R> | <R>$ 4,000</R> | ||
<R>4/30</R> | ||||
<R>Capital & Income</R> | <R>$ 5,400</R> | <R>$ 6,100</R> | ||
<R>Focused High Income</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | ||
<R>High Income</R> | <R>$ 3,700</R> | <R>$ 4,300</R> |
<R>Funds</R> | <R>FYE</R> | <R>2007 Fiscal YearA</R> | <R>2006 Fiscal YearA</R> |
<R>2/28</R> | |||
<R>Air Transportation</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Automotive</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Banking</R> | <R>$ 1,300</R> | <R>$ 1,700</R> | |
<R>Biotechnology</R> | <R>$ 2,000</R> | <R>$ 2,800</R> | |
<R>Brokerage and Investment Management</R> | <R>$ 1,700</R> | <R>$ 1,900</R> | |
<R>Chemicals</R> | <R>$ 1,100</R> | <R>$ 1,500</R> | |
<R>Communications Equipment</R> | <R>$ 1,300</R> | <R>$ 1,800</R> | |
<R>Computers</R> | <R>$ 1,300</R> | <R>$ 1,900</R> | |
<R>Construction and Housing</R> | <R>$ 1,200</R> | <R>$ 1,600</R> | |
<R>Consumer Discretionary</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Consumer Staples</R> | <R>$ 1,200</R> | <R>$ 1,500</R> | |
<R>Defense and Aerospace</R> | <R>$ 1,600</R> | <R>$ 2,000</R> | |
<R>Electronics</R> | <R>$ 2,500</R> | <R>$ 3,800</R> | |
<R>Energy</R> | <R>$ 2,600</R> | <R>$ 3,000</R> | |
<R>Energy Service</R> | <R>$ 2,100</R> | <R>$ 2,400</R> | |
<R>Environmental</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Financial Services</R> | <R>$ 1,300</R> | <R>$ 1,800</R> | |
<R>Gold</R> | <R>$ 1,900</R> | <R>$ 2,100</R> | |
<R>Health Care</R> | <R>$ 2,400</R> | <R>$ 3,300</R> | |
<R>Home Finance</R> | <R>$ 1,200</R> | <R>$ 1,700</R> | |
<R>Industrial Equipment</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Industrials</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Insurance</R> | <R>$ 1,200</R> | <R>$ 1,500</R> | |
<R>IT Services</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Leisure</R> | <R>$ 1,200</R> | <R>$ 1,500</R> | |
<R>Materials</R> | <R>$ 1,200</R> | <R>$ 1,500</R> | |
<R>Medical Delivery</R> | <R>$ 1,600</R> | <R>$ 2,500</R> | |
<R>Medical Equipment and Systems</R> | <R>$ 1,600</R> | <R>$ 2,400</R> | |
<R>Multimedia</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Natural Gas</R> | <R>$ 1,900</R> | <R>$ 2,600</R> | |
<R>2/28</R> | |||
<R>Natural Resources</R> | <R>$ 1,700</R> | <R>$ 1,800</R> | |
<R>Networking and Infrastructure</R> | <R>$ 1,100</R> | <R>$ 1,500</R> | |
<R>Paper and Forest Products</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Pharmaceuticals</R> | <R>$ 1,100</R> | <R>$ 1,500</R> | |
<R>Retailing</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Software and Computer Services</R> | <R>$ 1,400</R> | <R>$ 1,900</R> | |
<R>Technology</R> | <R>$ 2,100</R> | <R>$ 3,100</R> | |
<R>Telecommunications</R> | <R>$ 1,300</R> | <R>$ 1,700</R> | |
<R>Transportation</R> | <R>$ 1,100</R> | <R>$ 1,400</R> | |
<R>Utilities Growth</R> | <R>$ 1,300</R> | <R>$ 1,700</R> | |
<R>Wireless</R> | <R>$ 1,300</R> | <R>$ 1,700</R> | |
<R>Funds</R> | <R>FYE</R> | <R>2007 Fiscal YearA</R> | <R>2006 Fiscal YearA</R> |
<R>1/31</R> | |||
<R>Equity-Income</R> | <R>$ 19,400</R> | <R>$ 24,300</R> | |
<R>Large Cap Growth</R> | <R>$ 1,200</R> | <R>$ 1,400</R> | |
<R>Large Cap Value</R> | <R>$ 1,700</R> | <R>$ 1,600</R> | |
<R>Mid Cap Growth</R> | <R>$ 1,400</R> | <R>$ 1,500</R> | |
<R>Mid Cap Value</R> | <R>$ 1,400</R> | <R>$ 1,500</R> | |
<R>Utilities</R> | <R>$ 1,900</R> | <R>$ 2,200</R> | |
<R>Funds</R> | <R>FYE</R> | <R>2006 Fiscal YearA</R> | <R>2005 Fiscal YearA</R> |
<R>12/31</R> | |||
<R>Advisor New Insights</R> | <R>$ 5,200</R> | <R>$ 2,700</R> | |
<R>Contrafund</R> | <R>$ 47,000</R> | <R>$ 42,700</R> | |
<R>Congress Street</R> | <R>$ 1,200</R> | <R>$ 1,400</R> | |
<R>Exchange</R> | <R>$ 1,400</R> | <R>$ 1,500</R> | |
<R>New Markets Income</R> | <R>$ 2,500</R> | <R>$ 2,500</R> | |
<R>Trend</R> | <R>$ 1,800</R> | <R>$ 2,100</R> |
<R>A Aggregate amounts may reflect rounding.</R>
<R>B For the one month period ended August 31, 2006.</R>
<R>C Fidelity Small Cap Opportunities Fund commenced operations on March 22, 2007.</R>
<R>D Fiscal year ended July 31, 2006.</R>
<R>APPENDIX L</R>
<R>All Other Fees.</R>
<R>The aggregate Other Fees billed by PwC or Deloitte Entities, as applicable, that a special meeting of shareholderswere required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fidelity funds mentioned above will be held on September 20, 2006. The purpose of the meeting is to vote on several important proposalsFund Service Providers that affect the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposals and the materials to use when casting your vote.
Please read the enclosed materials and cast your vote on the proxy card(s).Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
All of the proposals have been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the best interests of shareholders. They recommend that you votefor each proposal.
The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement.
Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the Internet. Simply call the toll-free number or visit the web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.
If you have any questions before you vote, please call Fidelity at 1-800-544-3198. We'll be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.
Sincerely,
/s/Edward C. Johnson 3d
Edward C. Johnson 3dChairman and Chief Executive Officer
Important information to help you understand and vote on the proposals
Please read the full text of the proxy statement. Below is a series of questions and answers relatingrelate directly to the proposals to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelityoperations and look forward to helping you achieve your financial goals.reporting of each fund:</R>
<R>Billed By</R> | <R>11/30/07A</R> | <R>11/30/06A</R> | |
<R>PwC</R> | <R>$ 150,000</R> | <R>$ 145,000</R> | |
<R>Billed By</R> | <R>8/31/07A</R> | <R>8/31/06A,B</R> | <R>7/31/06A</R> |
<R>PwC</R> | <R>$ 275,000</R> | <R>$ 0</R> | <R>$ 155,000</R> |
<R>Billed By</R> | <R>7/31/07A</R> | <R>7/31/06A</R> | |
<R>PwC</R> | <R>$ 225,000</R> | <R>$ 155,000</R> | |
<R>Deloitte Entities</R> | <R>$ 180,000</R> | <R>$ 255,000</R> | |
<R>Billed By</R> | <R>4/30/07A</R> | <R>4/30/06A</R> | |
<R>PwC</R> | <R>$ 170,000</R> | <R>$ 155,000</R> | |
<R>Billed By</R> | <R>2/28/07A</R> | <R>2/28/06A</R> | |
<R>PwC</R> | <R>$ 125,000</R> | <R>$ 155,000</R> | |
<R>Billed By</R> | <R>1/31/07A</R> | <R>1/31/06A</R> | |
<R>PwC</R> | <R>$ 125,000</R> | <R>$ 190,000</R> | |
<R>Billed By</R> | <R>12/31/06A</R> | <R>12/31/05A</R> | |
<R>PwC</R> | <R>$ 125,000</R> | <R>$ 190,000</R> |
<R>A Aggregate amounts may reflect rounding.</R>
What proposals am I being asked to vote on?<R>B For the one month period ended August 31, 2006.</R>
You are being asked to elect a Board of Trustees.<R>APPENDIX M</R>
You may also be asked to vote<R>All Other Fees.</R>
<R>The aggregate fees billed by PwC or Deloitte Entities, as applicable, for non-audit services rendered on proposals related to the upcoming restructuring of the Select Portfolios product line. Shareholders of Banking, Business Services and Outsourcing, Construction and Housing, Consumer Industries, Cyclical Industries, Developing Communications, Food and Agriculture, Home Finance, and Industrial Materials Portfolios are being asked to modify certain fundamental policies in connection with the restructuring.
Why is Fidelity restructuring the Select Portfolios product line?
Restructuring the Select Portfolio product line will provide shareholders and investors with improved clarity among the products and a greater ability to evaluate performance of the funds. It is intended to better align the funds' investment goals with standard industry descriptions and to facilitate the adoption of more specific benchmark indexes. Once restructured, Fidelity's sector funds generally will align under 10 major sectors: Consumer Discretionary, Consumer Staples, Energy, Financials, Health Care, Industrials, Information Technology, Materials, Telecommunication Services, and Utilities. These are consistent with the 10 major sectors in the widely recognized Global Industry Classification Standard (GICS), developed by Standard & Poor's (S&P) and Morgan Stanley Capital International (MSCI). Most industry-level funds will represent a specific subset of a broader sector fund. The majoritybehalf of the funds, will adopt new benchmarks from MSCI, while others will adopt new benchmarks from S&PFMR (not including any sub-adviser whose role is primarily portfolio management and S&P/Citigroup.is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services: </R>
<R>FIDELITY SECURITIES FUND</R> | <R>11/30/07A</R> | <R>11/30/06A</R> | |
<R>PwC Covered Services</R> | <R>$ 155,000</R> | <R>$ 150,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,310,000</R> | <R>$ 1,140,000</R> | |
<R>PwC Total</R> | <R>$ 1,465,000</R> | <R>$ 1,290,000</R> | |
<R>FIDELITY PURITAN TRUST</R> | <R>8/31/07A</R> | <R>8/31/06A,B</R> | <R>7/31/06A</R> |
<R>PwC Covered Services</R> | <R>$ 320,000</R> | <R>$ 11,000</R> | <R>$ 200,000</R> |
<R>PwC Non-Covered Services</R> | <R>$ 1,110,000</R> | <R>$ 0</R> | <R>$ 1,000,000</R> |
<R>PwC Total</R> | <R>$ 1,430,000</R> | <R>$ 11,000</R> | <R>$ 1,200,000</R> |
<R>FIDELITY SUMMER STREET TRUST</R> | <R>8/31/07A</R> | <R>8/31/06A</R> | |
<R>PwC Covered Services</R> | <R>$ 280,000</R> | <R>$ 165,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,110,000</R> | <R>$ 1,000,000</R> | |
<R>PwC Total</R> | <R>$ 1,390,000</R> | <R>$ 1,165,000</R> | |
<R>FIDELITY DEVONSHIRE TRUST</R> | <R>7/31/07A</R> | <R>7/31/06A</R> | |
<R>PwC Covered Services</R> | <R>$ 235,000</R> | <R>$ 165,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,100,000</R> | <R>$ 1,000,000</R> | |
<R>PwC Total</R> | <R>$ 1,355,000</R> | <R>$ 1,165,000</R> | |
<R>FIDELITY PURITAN TRUST</R> | <R>7/31/07A</R> | <R>7/31/06A</R> | |
<R>PwC Covered Services</R> | <R>$ 255,000</R> | <R>$ 195,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,100,000</R> | <R>$ 1,000,000</R> | |
<R>PwC Total</R> | <R>$ 1,355,000</R> | <R>$ 1,195,000</R> | |
<R>Deloitte Entities Covered Services</R> | <R>$ 185,000</R> | <R>$ 260,000</R> | |
<R>Deloitte Entities Non-Covered Services</R> | <R>$ 375,000</R> | <R>$ 370,000</R> | |
<R>Deloitte Entities Total</R> | <R>$ 560,000</R> | <R>$ 630,000</R> | |
<R>FIDELITY SECURITIES FUND</R> | <R>7/31/07A</R> | <R>7/31/06A</R> | |
<R>PwC Covered Services</R> | <R>$ 290,000</R> | <R>$ 230,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,100,000</R> | <R>$ 1,000,000</R> | |
<R>PwC Total</R> | <R>$ 1,390,000</R> | <R>$ 1,230,000</R> | |
<R>Deloitte Entities Covered Services</R> | <R>$ 200,000</R> | <R>$ 270,000</R> | |
<R>Deloitte Entities Non-Covered Services</R> | <R>$ 375,000</R> | <R>$ 370,000</R> | |
<R>Deloitte Entities Total</R> | <R>$ 575,000</R> | <R>$ 640,000</R> | |
<R>FIDELITY SUMMER STREET TRUST</R> | <R>4/30/07A</R> | <R>4/30/06A</R> | |
<R>PwC Covered Services</R> | <R>$ 190,000</R> | <R>$ 175,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,160,000</R> | <R>$ 930,000</R> | |
<R>PwC Total</R> | <R>$ 1,350,000</R> | <R>$ 1,105,000</R> | |
<R>FIDELITY SELECT PORTFOLIOS</R> | <R>2/28/07A</R> | <R>2/28/06A</R> | |
<R>PwC Covered Services</R> | <R>$ 270,000</R> | <R>$ 315,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,130,000</R> | <R>$ 1,000,000</R> | |
<R>PwC Total</R> | <R>$ 1,400,000</R> | <R>$ 1,315,000</R> | |
<R>FIDELITY DEVONSHIRE TRUST</R> | <R>1/31/07A</R> | <R>1/31/06A</R> | |
<R>PwC Covered Services</R> | <R>$ 170,000</R> | <R>$ 250,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,130,000</R> | <R>$ 1,000,000</R> | |
<R>PwC Total</R> | <R>$ 1,300,000</R> | <R>$ 1,250,000</R> | |
<R>FIDELITY CONTRAFUND</R> | <R>12/31/06A</R> | <R>12/31/05A</R> | |
<R>PwC Covered Services</R> | <R>$ 185,000</R> | <R>$ 250,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,190,000</R> | <R>$ 1,090,000</R> | |
<R>PwC Total</R> | <R>$ 1,375,000</R> | <R>$ 1,340,000</R> | |
<R>FIDELITY EXCHANGE FUND</R> | <R>12/31/06A</R> | <R>12/31/05A</R> | |
<R>PwC Covered Services</R> | <R>$ 130,000</R> | <R>$ 200,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,190,000</R> | <R>$ 1,090,000</R> | |
<R>PwC Total</R> | <R>$ 1,320,000</R> | <R>$ 1,290,000</R> | |
<R>CONGRESS STREET FUND</R> | <R>12/31/06A</R> | <R>12/31/05A</R> | |
<R>PwC Covered Services</R> | <R>$ 130,000</R> | <R>$ 200,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,190,000</R> | <R>$ 1,090,000</R> | |
<R>PwC Total</R> | <R>$ 1,320,000</R> | <R>$ 1,290,000</R> | |
<R>SUMMER STREET TRUST</R> | <R>12/31/06A</R> | <R>12/31/05A</R> | |
<R>PwC Covered Services</R> | <R>$ 130,000</R> | <R>$ 195,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,190,000</R> | <R>$ 1,090,000</R> | |
<R>PwC Total</R> | <R>$ 1,320,000</R> | <R>$ 1,285,000</R> | |
<R>TREND FUND</R> | <R>12/31/06A</R> | <R>12/31/05A</R> | |
<R>PwC Covered Services</R> | <R>$ 130,000</R> | <R>$ 200,000</R> | |
<R>PwC Non-Covered Services</R> | <R>$ 1,190,000</R> | <R>$ 1,090,000</R> | |
<R>PwC Total</R> | <R>$ 1,320,000</R> | <R>$ 1,290,000</R> |
<R>A Aggregate amounts may reflect rounding.</R>
How does<R>B For the restructuring relate to this proxy statement?one month period ended August 31, 2006.</R>
Fidelity is restructuring the Select Portfolios product line.The restructuring affects all Select Portfolios (with the exceptiona registered trademark of Natural Resources Portfolio and Money Market Portfolio). For most of the funds, the restructuring involves only benchmark changes, which can take place without shareholder approval.FMR LLC.
For Banking, Business Services and Outsourcing, Construction and Housing, Consumer Industries, Cyclical Industries, Developing Communications, Food and Agriculture, Home Finance, and Industrial Materials Portfolios, the restructuring involves fundamental investment policy changes. Some of those funds also are changing their names and related name test policies. Fundamental policies require shareholder approval to change. The proxy proposals discuss these changes in detail.
What does the restructuring mean for the funds that are not presenting proxy proposals?
For the funds other than Banking, Business Services and Outsourcing, Construction and Housing, Consumer Industries, Cyclical Industries, Developing Communications, Food and Agriculture, Home Finance, and Industrial Materials Portfolios, the restructuring involves only changes to their benchmark indices and does not require any changes to fundamental policies. Changes for these funds do not require shareholder approval and are shown below.
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At this time, Natural Resources Portfolio is expected to retain its current benchmark, the Goldman Sachs Natural Resources Index, and no changes are proposed for Money Market Portfolio.
When will this restructuring take place?
We expect the restructuring of the product line to take place on the first day of the month following shareholder approval of the proposals in the proxy statement.
What is happening to Consumer Industries Portfolio?
We propose to narrow Consumer Industries Portfolio's policies to focus on companies engaged in the manufacture and distribution of consumer discretionary products and services. Consumer discretionary companies are a subset of the broader consumer industries sector, which is generally made up of consumer discretionary and consumer staples companies. The fund will be benchmarked to the MSCI US Investable Market Consumer Discretionary Index and renamed Consumer Discretionary Portfolio.
What is happening to Cyclical Industries Portfolio?
The proposed modifications to Cyclical Industries Portfolio will narrow its focus to invest primarily in companies engaged in the research, development, manufacture, distribution, supply, or sale of industrial products, services, or equipment. The industrials and materials industries are considered subsets of the current cyclical industries sector. The fund will be benchmarked to the MSCI US Investable Market Industrials Index and renamed Industrials Portfolio.
What is happening to Developing Communications Portfolio?
We propose to modify the policies of Developing Communications Portfolio so that it invests primarily in companies engaged in the development, manufacture, or sale of communications equipment, rather than communications services companies. The fund will be benchmarked to the MSCI US Investable Market Communications Equipment Index and renamed Communications Equipment Portfolio.
What is happening to Food and Agriculture Portfolio?
The changes proposed will broaden the focus of Food and Agriculture Portfolio so that it invests primarily in companies engaged in the manufacture, sale, or distribution of consumer staples. The broad consumer staples sector includes food and agriculture companies in which the fund may invest currently, but also includes other consumer staples. Consumer staples are household and personal care products as well as food, beverages, and tobacco. The fund will be benchmarked to the MSCI US Investable Market Consumer Staples Index and renamed Consumer Staples Portfolio.
What is happening to Industrial Materials Portfolio?
We propose to modify Industrial Materials Portfolio's policies to broaden its focus beyond materials used in the industrial sector. If the proposals are approved, the fund will invest in companies engaged in the manufacture, mining, processing, or distribution of raw materials and intermediate goods of all types, including industrial or agricultural materials and unfinished goods, such as chemicals, gases, metals, or other natural or synthetic materials. The fund will be benchmarked to the MSCI US Investable Market Materials Index and renamed Materials Portfolio.
What is happening to Business Services and Outsourcing Portfolio?
The proposed changes for Business Services and Outsourcing Portfolio will narrow its focus to invest primarily in companies engaged in providing information technology services. Information technology services, or IT services, involve the development and maintenance of telephone, computer, or data networks for businesses and other organizations. The fund will be benchmarked to the MSCI US Investable Market IT Services Index and renamed IT Services Portfolio.
What is happening to Construction and Housing Portfolio?
Under this proposal, the Construction and Housing Portfolio will modify its investment policies to better reflect its focus on housing, including retail homebuilders, as well as construction companies. The fund will be benchmarked to the MSCI US Construction & Housing Custom Index.
What is happening to Banking Portfolio?
The modifications proposed will modernize the fund's definition of banking and better reflect its focus on the banking industry, including commercial banks and financial institutions providing mortgage and mortgage-related services. The fund will be benchmarked to the MSCI US Investable Market Banks Index.
What is happening to Home Finance Portfolio?
Under this proposal, Home Finance Portfolio will modernize its definition of mortgage finance to better reflect its investment focus. The fund will be benchmarked to the MSCI US Investable Market Thrifts & Mortgage Finance Index.
I also received an "Important Notice Regarding Changes in Investment Policies." What is this?
This separate notice pertains to changes in the "name test" policy for certain Select Portfolios. The name test is a fund's policy to invest at least 80% of its assets in investments in a particular industry or group of industries. We are legally required to give shareholders at least 60 days' advance notice of a change in a fund's name test policy. The proposed name test policy changes for Banking, Business Services and Outsourcing, Construction and Housing, Consumer Industries, Cyclical Industries, Developing Communications, Food and Agriculture, Home Finance, and Industrial Materials Portfolios will take effect on the first day of the month following shareholder approval of the proposals contained in the proxy statement.
What role does the Board play?
The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including approving policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.The Board of Trustees has unanimously approved all of the proposals in the proxy statement and recommends that you vote to approve them.
What is the affiliation of the Board and Fidelity?
The purpose of the Board is to ensure that the shareholders' best interests are protected in the operation of a mutual fund. The Board consists of both "interested" trustees and "Independent" trustees. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with the funds, trust, or various other entities under common control with Fidelity Management & Research Co. (FMR). Interested Trustees are compensated by FMR. Independent Trustees have no affiliation with FMR and are compensated by each individual fund. If approved by shareholders, the Board will consist of 13 individuals - three interested trustees and ten Independent trustees.
Are Board members paid?
Each Independent Trustee receives a fee for his or her service on the Board and participates in a deferred compensation plan. You can find the compensation table, which details these fees, in the proxy statement.
Who is D.F. King & Co., Inc.?
D.F. King is a third party proxy vendor that Fidelity hires to call shareholders and record proxy votes. In order to hold a shareholder meeting, quorum must be reached - which is a majority of the shares entitled to vote in person or by proxy at the shareholder meeting. If quorum is not attained, the meeting must adjourn to a future date. Fidelity attempts to reach shareholders via multiple mailings to remind them to cast their vote. As the meeting approaches, phone calls may be made to clients who have not yet voted their shares so that the shareholder meeting does not have to be postponed.
Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to make a call to you to solicit your vote.
How many votes am I entitled to cast?
As a shareholder, you are entitled to one vote for each dollar of net asset value you own of each of the funds on the record date. The record date is July 24, 2006.
How do I vote my shares?
You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may vote through the internet by visitingwww.proxyweb.com/proxy and following the on-line instructions. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at 1-800-544-3198.
How do I sign the proxy card?
Individual Accounts: Shareholders should sign exactly as their names appear on the account registration shown on the card.
Joint Accounts: Either owner may sign, but the name of the person signing should conform exactly to a name shown in the registration.
All Other Accounts: The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, "Ann B. Collins, Trustee."
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[Insert Trust Name] Special Meeting of Shareholders
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Please read the enclosed Proxy Materials and vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.
FORM OF
SCRIPT FOR REGISTERED SHAREHOLDER TOUCH-TONE TELEPHONE VOTING
FIDELITY INVESTMENTS
<R>(Broadridge Version)</R>
Speech 1 | Welcome. - (Spoken only when call initially answered) Please enter the control number labeled as such or located in the box, indicated by an arrow on the upper portion of your proxy card. |
Speech 2 | To vote as the[Fund Name]Board of Trustees recommends on [the/all] proposal[s], press 1 now. To vote on [the/each] proposal separately, press 0 now. |
If user presses 1 go to Closing A, ELSEIF caller presses 0 go to Speech 3
Closing A | You voted as the Board of Trustees recommended for [the/every] proposal affecting your fund. If correct, press 1. If incorrect, press 0. |
If the user presses 1 go to Speech 8, ELSEIF caller presses 0 go to Speech 2
Speech 3 | Proposal 1: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0 |
Go to Closing B
Speech 4 | Proposal 2: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0 |
Go to Closing B
Speech 5 | Proposal 3: To vote FOR all nominees, press 1. To WITHHOLD for all nominees, press 9. To WITHHOLD for an individual nominee, press 0. |
If caller presses 0 go to Speech 5a, ELSEIF go to Closing B
Speech 5a | Enter the two-digit number that appears next to the nominee you DO NOT wish to vote for. |
Speech 5b | Press 1 to withhold for another nominee or Press 0 if you have completed voting for Trustees. |
If caller presses 1 go to Speech 5a, ELSEIF the caller presses 0 go to Closing B
Speech 6 | Proposal 4: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0 |
Go to Closing B
Speech 7 | Proposal 5: To vote FOR, press 1; AGAINST, press 9, ABSTAIN, press 0 |
Go to Closing B
Closing B | You voted as follows: (Vote for each proposal is given). If this is correct, Press 1 now. If incorrect, Press 0 |
If caller presses 1 go to Speech 8, ELSEIF the caller presses 0 go to Speech 2
Speech 8 | If you have received more than one proxy card, you must vote each card separately. If you would like to vote another proxy, press 1 now. To end this call, press 0 now. |
If caller presses 1 go to Speech 1, ELSEIF the caller presses 0 go to Speech 9
Speech 9 | Thank you for voting. |
FORM OF
SCREEN SCRIPT FOR REGISTERED SHAREHOLDER INTERNET VOTING
FIDELITY INVESTMENTS
[Upon login to www.proxyweb.com/proxy shareholder sees Screen 1]
SCREEN 1
Text 1 - (centered)
Internet Proxy Voting Service
Input A
Please Enter Control Number from Your ProxyCard:
Input B
Check here [ ] to vote all proposals as the Board recommends,
then click the VOTE button below.
-OR-
Input C
To vote each proposal separately, click the VOTE button only.
[VOTE]
Input D
To enroll for electronic delivery, without voting your proxy, please enter your control number above andclick here.
Input E
Note: Electronic proxy materials may not be available for all of your securities and accounts.
Graphic I - Example Proxy Card (left justified)
Text 2 - (right justified)
proxyweb.com/proxy is a service of:
MIS, an ADP company
Full service proxy specialists
This site is best viewed using
Netscape version 4.7 or Internet Explorer versions 5.0 or higher
and using a display resolution of 800 X 600.
Graphic II - (right justified)
[Upon input of control number and selection of input B or input C shareholder is directed to Proxyweb Voting Ballot (Screen 2) ]
SCREEN 2
Text 1 - (centered)
Internet Proxy Voting Service
Proxy Voting Form
Fidelity Investments
[Trust Name: Fund Name]
Text 2 - (centered)
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING:
Input A - (left justified)
Proposal 1. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Input B - (left justified)
Proposal 2. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Input C - (left justified)
Proposal 3. | [Title of proposal to be inserted] | [FOR all nominees][WITHHOLD AUTHORITY to vote for all nominees] [FOR ALL NOMINEES (Except as indicated)] |
Input D - (left justified)
Proposal 4. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Input E - (left justified)
Proposal 5. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Text 3 - (centered)
Please refer to the proxy statement for discussion of each of these matters.
If no specification is made on a proposal, the proposal will be voted "For".
Input F - (centered)
To receive an optional email confirmation, enter your email address here:
Text 4- (centered)
Please review your selections carefully before voting.
If you vote more than once on the same Proxy, only your last (most recent) vote will be considered valid.
Input G - (centered)
Press this button to [Submit] your Proxy Vote.
[Upon submission of vote shareholder is directed to Proxyweb Confirmation Screen (Screen 3)]
SCREEN 3
Text 1 - (centered)
Internet Proxy Voting Service
Proxy Voting Form
Fidelity Investments
[Trust Name: Fund Name]
Thank you! Your vote has been submitted.
Text 2 - (centered)
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR EACH OF THE FOLLOWING
Text 3 - (left justified)
Proposal 1. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Proposal 2. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Proposal 3. | [Title of proposal to be inserted] | [FOR all nominees][WITHHOLD AUTHORITY to vote for all nominees] [FOR all nominees (Except as indicated)] |
Proposal 4. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Proposal 5. | [Title of proposal to be inserted] | [FOR][AGAINST][ABSTAIN] |
Text 4 - (centered)
Please refer to the proxy statement for discussion of each of these matters.
Text 5 - (centered)
[If no email confirmation was requested]: No email confirmation has been sent.
[If email confirmation was requested ]: Your email confirmation has been sent to: [email address]
Hyperlink 1 - (centered)
[Register for Electronic Delivery]
[Directs shareholder to electronic delivery sign-up screen(s)]
Hyperlink 2 - (left justified)
[Change Vote]
[Directs shareholder to Screen 2 to change vote]
Hyperlink 3 - (centered)
[Printer Friendly Confirmation]
[If shareholder selects printer friendly confirmation, a confirmation in the following form appears that the shareholder can print]
Form Of
Proxyweb Printer Friendly Confirmation
Text - (left justified)
Internet Proxy Voting Service
Thank you! Your vote has been submitted.
- ---------------------------------------------------------------------------------
Your vote for Control Number [control number] has been submitted to
Fidelity Investments for [trust name: fund name], as follows:
Proposal 1. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 2. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 3. [proposal title].......... [FOR all nominees] [WITHHOLD AUTHORITY to vote for all nominees][FOR allnominees (Except as indicated)]
Proposal 4. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 5. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Click here to Return
Hyperlink 4 -(right justified)
[Vote Another Proxy]
[Directs shareholder to Screen 1]
Hyperlink 5 - (centered)
[Exit Internet Voting Service]
[Directs shareholder to www.Fidelity.com]
[If shareholder requests email confirmation, a confirmation in the following form will be sent to the designated email address]
Form Of
Proxyweb Email Confirmation
Text - (left justified)
Your vote for Control Number [control number] has been submitted to Fidelity Investments for
[trust name: fund name], as follows:
- ---------------------------------------------------------------------------------
Proposal 1. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 2. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 3. [proposal title].......... [FOR all nominees] [WITHHOLD AUTHORITY to vote for all nominees][FOR all nominees (Except as indicated)]
Proposal 4. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Proposal 5. [proposal title].......... [FOR] [AGAINST][ABSTAIN]
Thank you for voting.
Important Notice Regarding Changes in Investment Policies
The following changes will take effect on the first day of the month following shareholder approval of the proposals contained in the proxy statement dated July 24, 2006. To determine whether the proposals were approved by shareholders, visitwww.fidelity.com after September 20, 2006.
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SEL-buck-07061.833742.100