Proxy Materials

PLEASE CAST YOUR VOTE NOW!

Fidelity Capital Trust, Fidelity Financial Trust

Fidelity Hastings Street Trust, Fidelity Magellan Fund

Fidelity Mt. Vernon Street Trust

Dear Shareholder:

I am writing to let you know that a special meeting of shareholders will be held on May 14, 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.

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.

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 (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.

What am I being asked to vote on?

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.

You also are being asked to amend the Declaration of Trust for your funds to reduce the required quorum for future shareholder meetings.

What do you mean by a two-Board structure?

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 (currently 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 (currently 156 funds with approximate assets of $477 billion as of November 30, 2007).

Why did the Board decide to create a two-Board structure?

The decision was based on three specific factors:

• 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.
• As the securities marketplace has evolved, 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.
• Given prevailing demographic and business trends, the Trustees expect that Fidelity's mutual fund business will continue to expand. 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.

What is involved in creating a two-Board structure?

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.

When and how will the two-Board structure be implemented?

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.

What is the affiliation of the Board and Fidelity?

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.

Will the Trustees that currently oversee my funds change?

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.

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.

Dennis J. Dirks, Alan 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.

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.

Why are you proposing to reduce the required quorum for future shareholder meetings?

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.

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.

What role does the Board play generally?

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.

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 fees that have been paid to the Trustees, in the proxy statement.

Has the funds' Board of Trustees approved the proposals?

Yes. The Board of Trustees has unanimously approved each of the proposals, and recommends that you vote to approve them.

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 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.

Voting your shares immediately will help minimize additional solicitation expenses and prevent the need to make a call to you to solicit your vote.

Who is paying for this proxy mailing and for the other solicitation costs associated with this shareholder meeting?

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.

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 the fund on the record date. The record date is March 17, 2008.

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.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).

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: 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

MEGA4-PXL-0308
1.862059.100

FIDELITY^® AGGRESSIVE GROWTH CAPITAL TRUST
FIDELITY FINANCIAL TRUST
FIDELITY HASTINGS STREET TRUST
FIDELITY MAGELLAN FUND

FIDELITY GROWTH COMPANY FUND

FIDELITY NEW MILLENNIUM FUND

FUNDS OF
FIDELITY MT. VERNON STREET TRUST

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 the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) ofFidelity Aggressive Growth Fund, Fidelity Growth Company Fund, and Fidelity New Millennium Fundof the above-named trusts (the funds),trusts) will be held at an office ofFidelity Mt. Vernonof the trusts, 245 Summer Street, Trust (the trust), 27 State Street, 10th Floor, Boston, Massachusetts 0210902210 on May 19, 2004,14, 2008, at 9:30 a.m. Eastern Time (ET). Appendix A contains a list of the funds in the trusts (the funds).

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.

1. To elect a Board of Trustees.

2. To amend the Declaration of Trust to allowreduce the Board of Trustees, if permitted by applicable law, to authorize fund mergers withoutrequired quorum for future shareholder approval.

2. To elect a Board of Trustees.

meetings.

The Board of Trustees has fixed the close of business on March 22, 200417, 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

March 22, 200417, 2008

YOUR VOTE IS IMPORTANTYour vote is important - PLEASE VOTE YOUR SHARES PROMPTLY.please vote your shares promptly.

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.

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.

1.Individual Accounts: Your name should be signed exactly as it appears in the registration on the proxy card.

2.Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration.

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:

INSTRUCTIONS FOR VOTING BY TOUCH-TONE TELEPHONE
OR THROUGH THE INTERNET

1.Read1. Read the proxy statement, and have your proxy card handy.

2.Call2. Call the toll-free number or visit the web site indicated on your proxy card.

3.Enter3. Enter the control number found in the shaded box on the front of your proxy card.

4.Follow4. Follow the recorded or on-line instructions to cast your vote.

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY CAPITAL TRUST
FIDELITY FINANCIAL TRUST
FIDELITY HASTINGS STREET TRUST
FIDELITY MAGELLAN FUND
FIDELITY MT. VERNON STREET TRUST:TRUST
FIDELITY AGGRESSIVE GROWTH FUND
FIDELITY GROWTH COMPANY FUND
FIDELITY NEW MILLENIUM FUND

TO BE HELD ON MAY 19, 2004

14, 2008

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of Fidelity Mt. Vernon Street Trustthe above-named trusts (the trust)trusts) to be used at the Special Meeting of Shareholders of Fidelity Aggressive Growth Fund, Fidelity Growth Company Fund, and Fidelity New Millennium Fund (the funds) and at any adjournments thereof (the Meeting), to be held on May 19, 200414, 2008 at 9:30 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).

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 March 22, 2004.17, 2008. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of thetrust.thetrusts. In addition, [Name of Solicitor]D.F. King & Co., Inc. may be paid on a per-call basis to solicit shareholders by telephone on behalf of the funds at an anticipated cost of approximately $______(Fidelity Aggressive Growth Fund), $______ (Fidelity Growth Company Fund), and $____ (Fidelity New Millennium Fund).in the trusts. The funds also may also arrange to have votes recorded by telephone. [Name of Solicitor]D.F. King & Co., Inc. may be paid on a per-call basis for vote-by-phone solicitations on behalf of the funds at anfunds. The approximate anticipated total cost of approximately $___ (Fidelity Aggressive Growth Fund), $___ (Fidelity Growth Company Fund), and $___ (Fidelity New Millennium Fund). these services is detailed in Appendix B.

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 each fund and class, as applicable,provided the funds.expenses do not exceed any existing expense caps. See Appendix C for current expense cap information. Expenses exceeding an 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 costs are allocated on a pro rata basis to each class of a fund based on the net assets of each class relative to the total net assets of the fund.

The principal business address of FMR, each fund's investment adviser and administrator, and FMR Co., Inc. (FMRC), sub-adviser to each fund, is 245 Summer Street, Boston, Massachusetts 02210. The principal business address of Fidelity Distributors Corporation (FDC), each fund's principal underwriter and distribution agent, and FMR Co., Inc. (FMRC), sub-adviser to the funds, is One Federal82 Devonshire Street, Boston, Massachusetts, 02110.02109. Fidelity Management & Research (U.K.) Inc. (FMR U.K.), located at 25 Lovat Lane, London, EC3R 8LL, England; Fidelity ManagementResearch & Research (Far East) Inc. (FMR Far East)Analysis Company (FRAC), located at 245 Summer Street, Boston, Massachusetts 02210; Fidelity Investments Japan Limited (FIJ), located at Shiroyama JT Mori Bldg.,Trust Tower, 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan; Fidelity Investments Japan Limited (FIJ), located at 8-8 Shinkawa, 1-Chome Chuo-ku, Tokyo 104-0033, 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, EC4M 5TA, England EC4M5TA are also sub-advisers to the funds.

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, it will be voted FOR the matters specified on the 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.

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 thean 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/goto/proxies to determine the status of this scheduled shareholder Meeting.appropriate.

Shares of each fund of the trustand class, if applicable, issued and outstanding as of January 31, 20032008 are indicated in the following table:Appendix D.

[ToSubstantial (5% or more) record and/or beneficial ownership of each fund and class, as applicable, on January 31, 2008, to the knowledge of theeach trust, substantial (5% or more) [record] [or] [beneficial] ownership of [each/the fund(s) [and class] on January 31, 2003 was as follows:]

[Tois detailed in Appendix E. Other than disclosed in Appendix E, to the knowledge of the trust[s],each trust, no [other]other shareholder owned [of record] [or] [beneficially]of record or beneficially more than 5% of the outstanding shares of [eacheach fund and class, of]the fund[s]as applicable, on that date.]

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 March 22, 200417, 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.

For a free copy of eacha fund's annual reportand/or semiannual reports, contact Fidelity at 1-800-544-3198 (other than for the fiscal year endedNovember 30, 2003 call 1-800-544-3198orAdvisor 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 Fidelity Distributors Corporation (FDC) at 82 Devonshire Street, Boston, Massachusetts 02109.

VOTE REQUIRED: Approval of Proposal 1 requires the affirmative vote of a "majority of the outstanding voting securities" of the entire trust. Approval of Proposal 2requires the affirmative vote of a pluralitymajority of the shares of thean entire trust voted in person or by proxy at the Meeting. Under the Investment Company ActMeeting, and a plurality 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 will have the same effect as votes cast AGAINST the proposal.

1. TO AMEND THE DECLARATION OF TRUST TO ALLOW THE BOARD OF TRUSTEES, IF PERMITTED BY APPLICABLE LAW, TO AUTHORIZE FUND MERGERS WITHOUT SHAREHOLDER APPROVAL.

The Board of Trustees has approved,Proposal. With respect to Proposal 1, votes to ABSTAIN and recommends that shareholders of the trust approve, a proposal to amend Article XII, Section 4.3 of the Declaration of Trust. The amendment would allow the Trustees, in certain circumstances, to authorize a fund's or class's merger or consolidation with, or sale of a fund's or class's assets to, another operating mutual fund without a shareholder vote. Currently, these types of transactions require a shareholder vote.

The amendmentbroker non-votes will give the Trustees more flexibility and, subject to applicable requirements of the Investment Company Act of 1940 (1940 Act) and Massachusetts law, broader authority to act.The amendment will not alter in any way the Trustees' existing fiduciary obligations to act with due care and in the shareholders' interests. Before using any new flexibility that the proposed amendment may afford, the Trustees must first consider the shareholders' interests and then act in accordance with such interests.

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 November 20, 2003, the Trustees approved the proposed amendment and also authorized its submission to the trust's shareholders for their approval at this Meeting.

Under certain circumstances, it may not be in shareholders' interests to require a shareholder meeting to approve a merger, consolidation, or asset sale transaction between funds. For example, two affiliated funds may have similar investment objectives but be offered through different sales channels. It may be beneficial to combine the funds' assets. However, to approve such a transaction currently, the Trustees of the fund to be acquired would have to schedule a shareholder meeting in order to seek shareholder approval of the merger. The process of obtaining shareholder approval may make it more difficult and time-consuming to complete the merger, and, in general, could increase the costs associated with the merger. In such a case, it may be beneficial to shareholders to merge the funds without incurring the costs and delays of a shareholder meeting, provided the Trustees first determine the merger to be in shareholders' best interests.

Section 17 of the 1940 Act prohibits or limits certain transactions between affiliated funds. On July 26, 2002, the SEC amended Rule 17a-8 under the 1940 Act to permit mergers of affiliated funds without shareholder approval in certain cases, and to require shareholder approval in other cases. For example, Rule 17a-8 now permits affiliated funds to merge without shareholder approval if the advisory contracts and fundamental policies of the affiliated funds are not materially different. On the other hand, Rule 17a-8 requires shareholder approval of a merger of affiliated funds with materially different advisory contracts (which would include where the surviving fund's management fee is higher than the acquired fund's management fee), materially different fundamental policies, or where the 12b-1 fees, if any, of the surviving fund are higher than the 12b-1 fees, if any, of the acquired fund. The Rule also requires shareholder approval if, post-merger, shareholder-elected disinterested trustees of the acquired fund would not comprise a majority of the disinterested trustees of the surviving fund. In all cases, the trustees of each fund must determine that the merger is in the best interests of the fund and its shareholders and that shareholders' interests will not be diluted.

Massachusetts law, the state law under which the trust is organized, does not require shareholder approval of fund mergers, consolidations, or asset sales.

The proposed amendment to the Declaration of Trust will update the trust to permit fund mergers, consolidations, and asset sales without a shareholder vote,onlyif permitted by the 1940 Act and Massachusetts law.The amendment will provide the Trustees increased flexibility, which may allow the Trustees to react more quickly to changes in competitive and regulatory conditions and, as a consequence, may allow the funds to operate in a more efficient and economical manner.

As discussed above, any exercise of the Trustees' increased authority pursuant to the amendment remains subject to any applicable requirements of the 1940 Act and Massachusetts law. If the amendment is approved, the Board of Trustees will continue to be required to determine that any merger, consolidation, or asset sale transaction is in the best interests of a fund and that the interests of shareholders will not be diluted. The Trustees will evaluate any and all information reasonably necessary to make their determinations, and consider and give appropriate weight to all pertinent factors in fulfilling the overall duty of care owed to shareholders.

Article XII, Section 4.3 of the Declaration of Trust addresses mergers, consolidations, and sales of fund assets. If approved, Article XII, Section 4.3 will be amended as follows (new language isunderlined; language to be deleted is [bracketed]):no effect.

ARTICLE XII
MISCELLANEOUS

Section 4.3. Merger, Consolidation, and Sale of Assets. Subject to applicable Federal and state law and except as otherwise provided in Section 4.4 below, the Trust or any Series or Class thereof may merge or consolidate with any other corporation, association, trust, or other organization or may sell, lease, or exchange all or a portion of the Trust property or Trust property allocated or belonging to such Series or Class, including its good will, upon such terms and conditions and for such consideration when and as authorizedby the Trustees without the vote or consent of Shareholders[at any meeting of Shareholders called for such purpose by a Majority Shareholder Vote of the Trust or affected Series or Class, as the case may be]1. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

Section 4.4. Incorporation; Reorganization. Subject to applicable Federal and state law, the Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Trust property or all or a portion of the Trust property allocated or belonging to such Series or Class or to carry on any business in which the Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Trust property or the Trust property allocated or belonging to such Series or Class to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Trust or such Series holds or is about to acquire shares or any other interest. Subject to applicable Federal and state law, the Trustees may also cause a merger or consolidation between the Trust or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Trust property or a portion of the Trust property to such organization or entities; provided, however, that the Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 4.4, the Trust or any Series or Class thereof sells, conveys, or transfers all or a portion of its assets to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the Trustees.

Conclusion. The Board of Trustees 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 the trust, Article XII, Section 4.3 of the Declaration of Trust will remain unchanged.

2. TO ELECT A BOARD OF TRUSTEES.

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.

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 (currently 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 (currently 156 funds with approximate assets of over $477 billion as of November 30, 2007).

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.

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 14. 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 votedcontinue under the new structure.

Except for Alan Lacy, Joseph Mauriello,David M. Thomas, and Michael E. Wiley, all nominees for the election as Trustees of the 14 nominees listed below unless such authority has been withheld in the proxy.

All nominees named belowequity and high income Board are currently Trustees of the trusttrusts and have served in that capacity continuously since originally elected or appointed.Laura B. Cronin, George H. Heilmeier, and Robert L. Reynolds wereappointed. James C. Curvey was selected by the trust'strusts' Governance and Nominating Committee (see page __)<Click Here>) and werewas appointed to the Board onMarch 1, 2003, May 17, 2007. Alan Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley are currently Members of the Advisory Board of the trusts. Alan Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley were selected by the trusts' Governance and Nominating Committee and were appointed as Members of the Advisory Board effective January 1, 20042008 (Mr. Lacy), July 1, 2007 (Mr. Mauriello), and MarchOctober 1, 2003, respectively.2007 (Messrs. Thomas and Wiley). A third-party search firm retained by the Independent Trustees recommended Messrs. Lacy, Mauriello, Thomas, and Wiley. An executive officer of FMR recommended Mr. Curvey as a nominee.

Except for William O. McCoy,James C. Curvey, each of the nominees that currently is Trustee of the trusts oversees 292373 funds advised by FMR or an affiliate. Mr. McCoyCurvey oversees 294368 funds advised by FMR or an affiliate.

In the election of Trustees, those 14 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 nominee whoInterested Nominee (that is, an "interested person"the nominees that are interested persons (as defined in the 1940 Act)) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

* 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.

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

*** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Non-InterestedIndependent Nominees:

Correspondence intended for each non-interested nomineeIndependent Nominee (that is, the nominees other thanthat are not interested persons (as defined in the interested nominees)1940 Act)) may be sent to Fidelity Investments, P. O. Box 55235, Boston, Massachusetts 02205-5235.

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

[As of January 31, 20042008, the nominees, Trustees and nominees for election as Trustees and the officers of the trust and [each/the] fund[s]each fund owned, in the aggregate, less than 1% of [each/the] fund['s/s']each fund's outstanding shares.]

[During the period DecemberJuly 1, 20022006 through January 31, 2004, [the following transaction[s]/no transactions] [was/were] entered into by Trustees2008, 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].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 July 1, 2006 through January 31, 2008, a trust for the benefit of Edward C. Johnson 3d and members of his family sold 1,347,747 shares of FMR Corp. securities to Massachusetts Institute of Technology, Yale University, Children's Medical Center and Fidelity Non-Profit Management Foundation for the aggregate cash consideration of $279,550,000. FMR Corp. merged with and into FMR LLC on October 1, 2007.

If elected, the Trustees will hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at 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. In any event, each non-interestedEach Independent Trustee shall retire not later than the last day of the calendar year in which his or her 72nd72^nd 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. 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.

TheEach trust's Board, which is currently composed of four interested2 Interested Trustees and ten non-interested9 Independent Trustees, met 11times11 times during theeach fund's most recent fiscal year ended November 30, 2003. 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]beginning on page __.[<Click Here>].

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 asis included in Appendix F.

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

2. TO AMEND THE DECLARATION OF TRUST TO REDUCE THE REQUIRED QUORUM FOR FUTURE SHAREHOLDER MEETINGS.

Each funds' Declaration of December 31, 2003.

The following table sets forth information describing the compensation of each Trustee and MemberTrust currently provides that a majority of the Advisory Board for his or her servicesshares entitled to vote shall be a quorum for the fiscal year ended November 30, 2003, or calendar year ended December 31, 2003, as applicable.

*Edward C. Johnson 3d, Abigail P. Johnson, Laura B. Cronin, Peter S. Lynch, and Robert L. Reynolds are interested persons and are compensated by FMR.

** Ms. Davis served ontransaction of business at a shareholders' meeting. As amended, each Declaration of Trust (Article VIII, Section 3) would reduce the Board of Trustees through December 31, 2003.

*** During the period from March 1, 2003 through December 31, 2003, Dr. Heilmeier served as a Memberquorum required to one-third of the Advisory Board. Effective January 1, 2004, Dr. Heilmeier serves as a Member ofshares entitled to vote.

Lowering the Board of Trustees.

**** Effective January 1, 2004, Ms. Small serves as a Member of the Advisory Board.

^A Information isquorum requirement will facilitate holding shareholder meetings to approve important matters necessary for the calendar year ended December 31, 2003 for [ ] fundsconduct of [ ] trusts in the fund complex. Compensation figures include cash, amounts required to be deferred, and may include amounts deferred ata trust's business, such as the election of Trustees. ForWhen not enough shareholders vote, a trust may be forced to adjourn meetings multiple times and incur the calendar year ended December 31, 2003,expense of additional shareholder solicitations and proxy solicitors in order to obtain the Trustees accrued required deferred compensation fromshareholder vote necessary to hold a meeting. The reduced quorum requirement is not prohibited by Massachusetts or federal law.

Although the funds as follows: J. Michael Cook, $[ ]; Ralph F. Cox, $[ ]; Phyllis Burke Davis, $[ ]; Robert M. Gates, $[ ]; Donald J. Kirk, $[ ]; Marie L. Knowles, $[ ]; Ned C. Lautenbach, $[ ]; Marvin L. Mann, $[ ]; William O. McCoy, $[ ]; and William S. Stavropoulos, $[ ]. Certainlower quorum requirement will allow for the approval of the non-interested Trustees elected voluntarily to defer a portion of their compensation as follows: J. Michael Cook, $[ ]; Ralph F. Cox, $[ ]; Phyllis Burke Davis, $[ ]; Ned C. Lautenbach, $[ ]; and William O. McCoy, $[ ].

^B Compensation figures include cash and may include amounts deferred at Mr. McCoy's election under a deferred compensation plan adoptedsome matters 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 a non-interested 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, 2003, Mr. McCoy voluntarily elected to defer $[ ].

^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 non-interested Trustee are as follows: J. Michael Cook, $[ ]; Ralph F. Cox, $[ ], Phyllis Burke Davis, $[ ]; Robert M. Gates, $[ ]; George H. Heilmeier, $[ ]; Donald J. Kirk, $[ ]; Marie L. Knowles, $[ ]; Ned C. Lautenbach, $[ ]; Marvin L. Mann, $[ ]; William O. McCoy, $[ ]; and William S. Stavropoulos, $[ ] Certain of the non-interested Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $[ ]; Ralph F. Cox, $[ ], Phyllis Burke Davis, $[ ]; Ned C. Lautenbach, $[ ]; and William O. McCoy, $[ ].

^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 non-interested Trustee are as follows: J. Michael Cook, $[ ]; Ralph F. Cox, $[ ]; Phyllis Burke Davis, $[ ]; Robert M. Gates, $[ ]; George H. Heilmeier, $[ ] Donald J. Kirk, $[ ]; Marie L. Knowles, $[ ]; Ned C. Lautenbach, $[ ]; Marvin L. Mann, $[ ]; William O. McCoy, $[ ]; and William S. Stavropoulos, $[ ]. Certain of the non-interested Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: J. Michael Cook, $[ ]; Ralph F. Cox, $[ ]; Phyllis Burke Davis, $[ ]; Ned C. Lautenbach, $[ ]; and William O. McCoy, $[ ].

Under a deferred compensation plan adopted in September 1995 and amended in November 1996 and January 2000 (the Plan), non-interested 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 representingshareholders constituting less than a majority of Fidelity's assets underthe 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 (the Reference Funds).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 amounts ultimately receivedreduced quorum requirement will not affect such matters.

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 non-interestedTrustees. On May 17, 2007, the Trustees underapproved the Planproposed amendment and also authorized its submission to each trust's shareholders for their approval at this Meeting.

If approved, Article VIII, Section 3 of each Declaration of Trust will be directly linkedamended as follows (new language is underlined; language to be deleted is [bracketed]):

ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS

QUORUM AND REQUIRED VOTE

Section 3.Except when a higher quorum is required by any provision of this Declaration of Trust or the investment performanceBylaws, 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 Reference Funds. Deferralaggregate number of feesShares 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 accordance withperson 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 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 servicesholders of any non-interested TrusteeSeries 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 pay any particular levelunanimously in writing by Shareholders of compensation tothat Series or Class.

Conclusion. The Board of Trustees of each trust has concluded that the non-interested Trustee. A fund may invest inproposal will benefit the Reference Funds undertrust and its shareholders. The Trustees recommend voting FOR the Plan withoutproposal. 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.

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**

Alan J. Lacy, Peter S. Lynch, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley, and CorneliaDavid M. SmallThomas are currently Members of the Advisory Board of Fidelity Mt. Vernon Street Trust.the trusts. The executive officers of the funds include: Ms. Johnson, John B. McDowell, Rajiv Kaul, Neal P. Miller, Steven S. Wymer,Walter C. Donovan, Bruce T. Herring, Brian Hogan, Robert A. Lawrence, Eric D. Roiter, Stuart Fross, Maria F. Dwyer, Timothy F. Hayes, JohnScott C. Goebel, R. Hebble, JohnStephen Ganis, Joseph B. Hollis, Kenneth A. Rathgeber, Bryan A. Mehrmann, Kimberley H. Costello, Francis V. Knox, Jr., Mark OsterheldMonasterio, Peter L. Lydecker, Paul M. Murphy, Kenneth B. Robins, Robert G. Byrnes, and Thomas J. Simpson.Gary W. Ryan. Additional information about Ms. JohnsonAlan J. Lacy, Joseph Mauriello, Michael E. Wiley, and David M. Thomas can be found in Proposal 2. Additional information about the Members of the Advisory BoardMessrs. Arthur E. Johnson and Lynch, and other executive officers of the funds, can be found in the following table.

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.Correspondence02109. Correspondence intended forMs. Smallfor Alan J. Lacy, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley, and David M. Thomas may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

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

** 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.

STANDING COMMITTEES OF THE FUNDS' TRUSTEES

Correspondence intended for each non-interested (independent)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 interestedInterested 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 non-interestedIndependent Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 1012 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 non-interestedIndependent Trustees, with Mr. MannLautenbach currently serving as Chairman.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 non-interestedIndependent 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 transfer agent and other service agreements,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 in the scope of the charters of the Audit Committee or Fund Oversight Committees and considers other operating matters not specifically within the scope of oversight 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 November 30, 2003,the committee held 12meetings.

The Fair Value Oversight Committee is composed of all of the non-interestedIndependent Trustees, with Mr. MannLautenbach currently serving as Chairman.Chair. The committee normally meets quarterly, or more frequently as called by the Chair, in conjunction with meetings of the Board of Trustees.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 November 30, 2003,the committee heldfive meetings.

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. Lautenbach (Chairman)Stavropoulos (Chair) and Lautenbach), Kirk, and Stavropoulos), the Fixed-Income and InternationalAsset Allocation Committee (composed of Messrs. Cook (Chairman)Wolfe (Chair), Gamper, and Cox,Keyes, Dr. Heilmeier and Ms. Knowles), and the Select and Special Committee (composed of Messrs. McCoy (Chairman), Gates, and Heilmeier). Each committee normally meets monthly (except August)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 oversees investment advisory services provided by FMR to the relevant funds and develops an understanding of and monitorsreviews the investment objectives, policies, and practices of the relevant Fidelity funds.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, and the personnel and other resources devoted to the management of each fund. The Fixed-Incomefund and Internationalall other matters bearing on each fund's investment results. TheFixed-Income and Asset Allocation Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues, and of international research.issues. The Select and SpecialEquity 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 non-interested Trusteesmembers 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 non-interestedIndependent 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 December 2003,November 2007, the three Fund Oversight Committees were the Equity Committee; the Fixed-Income, International, and International Committee was known as the Fixed-Income/International Committee,Special Committee; and the Select and Special Committee was known as the SelectAsset Allocation Committee. During the fiscal year ended November 30, 2003, the Equity Committee held 10 meetings, the Fixed-Income and International Committee held 11 meetings, and the Select and Special Committee held 10 meetings.

The Board of Trustees has established in December 2003 two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Stavropoulos (Chair), Dirks, Lautenbach, (Chairman), Cook, and McCoy)Ms. Small) and the Fixed-Income Contract Committee (composed of Messrs. Cook (Chairman)Wolfe (Chair), Gamper, and Cox,Keyes, Dr. Heilmeier, and Ms. Knowles). Each committee will ordinarily meets monthly during the first six months of each year and more frequentlymeet as necessaryneeded to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Board ofIndependent Trustees in itstheir 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-Incomefixed-income 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, levelsextent, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates;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 Investment Company1940 Act. While each committee consists solely of non-interestedIndependent 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 November 30, 2003, each fund contract committee held no meetings.

The Shareholder, Services,Distribution and Brokerage and Distribution Committee is composed of Messrs. Cox (Chairman)Dirks (Chair), Cook, Heilmeier, Lautenbach,Gamper, and Stavropoulos.Stavropoulos, and Ms. Small. The committee normally meets in conjunction with in-person meetings of the Board of Trustees,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 custodyand fees, andincluding direct fees to investors (other than sales loads), such as small accountbookkeeping and exchangecustodial 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 and fees.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, and commissions paid to firms supplying research and brokerage services or paying fund expenses.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.fees, and other means by which intermediaries are compensated for selling fundshares or providing shareholder servicing, including revenue sharing. The committee also oversees and receives reportsconsiders issues bearing on the preparation and use of advertisements and sales literature for the Fidelity funds. Prior to January 2003, the Shareholder Services, Brokeragefunds, policies and Distribution Committee was broken out into three separate committees: the Committee on Service Feesprocedures regarding frequent purchase of Fidelity fund shares, and the Committee on Distribution Channels, bothselective disclosure of which conferred periodically and met at least annually, and the Brokerage Committee, which normally met four times a year, or more often as required, in conjunction with meetings of the Board of Trustees. During the fiscal year ended November 30, 2003,the Shareholder Services, Brokerage and Distribution Committee held eight meetings.portfolio holdings.

The Audit Committee is composed of Ms. Knowles (Chairman)(Chair), Dr. Heilmeier, and Messrs. Gates, Kirk,Keyes and McCoy.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 in conjunction with in-person meetings of the Board of Trustees,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)(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) and any fraud, whether material or not, that involves management or other employees who have a significant role in the Fidelity funds' or service providersproviders' 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 fund'sfunds' 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 fund'sfunds' major internal controls exposures and the steps that have been taken to monitor and control such exposures. The committee also plays an oversight role in respect of each Fidelity fund's compliance with its name test and investment restrictions, the code of ethics relating to personal securities transactions, the code of ethics applicable to certain senior officers of the Fidelity funds and anti-money laundering requirements. During the fiscal year ended November 30, 2003, the committee held 10 meetings.

The Governance and Nominating Committee is composed of Messrs. Mann (Chairman)Lautenbach (Chair), Cox,Stavropoulos, and Gates, each of whom is not an "interested person" (as defined in the Investment Company Act of 1940 (1940 Act)). The committee has two charters: one addressing fund governance and Board administrative matters and one addressing the nomination for the appointment or election of non-interested Trustees.Wolfe. The committee meets as called by the Chair. The committee also recommends the establishment of committees (including ad hoc and standing committees). 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 this proxy statement. The committee is also responsible for other fund governance and board administration matters. With respect to fund governance and board administration matters, the committee periodically reviews procedures and policies of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of non-interestedIndependent 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 Planretirement plan for non-interestedIndependent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for non-interestedIndependent Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the non-interestedIndependent Trustees. On behalf of the non-interestedIndependent Trustees, the committee will make such findings and determinations as to the independence of counsel for the non-interestedIndependent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to non-interestedIndependent 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 non-interestedIndependent 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 non-interestedIndependent Trustees at least once a year to discuss the Statement of Policies and other 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 non-interested Trustees.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 non-interestedIndependent Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee willshall have sole authority to retain and terminate any search firm used to identify non-interested Trustee candidates,third-party advisers, including sole authority to approve such firm's 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 a non-interestedan Independent Trustee of the Fidelity funds, should be submitted to the ChairmanChair of the committee at the address maintained for communications with non-interestedIndependent Trustees. If the committee retains a search firm, the ChairmanChair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting non-interested Trustees. ItIndependent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an "interested person"interested person of FMR or its affiliates within the meaning of the Investment Company Act of 1940;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) ableability 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) the capacity for the hard work and attention to detail that is required to be an effective non-interestedIndependent 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 non-interestedIndependent Trustee. During

The Board of Trustees established the fiscal year ended November 30, 2003,Compliance Committee (composed of Ms. Small (Chair), Ms. Knowles, and Messrs. Stavropoulos and Wolfe) in May 2005. The committee normally meets quarterly, or more frequently as called by the Chair. The committee held nine meetings.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.

The Proxy Voting Committee is composed of Messrs. Gamper (Chair), Dirks, and 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.

INDEPENDENT ACCOUNTANTSREGISTERED PUBLIC ACCOUNTING FIRMS

The firm of PricewaterhouseCoopers LLP (PwC) has been selected as the independent accountant for Fidelity Aggressive Growth Fund and Fidelity New Millennium Fund.The firm ofor Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte""Deloitte Entities"), has been selected as the independent accountantregistered public accounting firm for Fidelity Growth Company Fund.the funds, as indicated in Appendix A. PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No. 1 (ISB No.1), have confirmed to the trust's Audit Committee of each trust, as applicable, that they are the independent accountantsregistered public accounting firms with respect to the funds.

The independent accountantregistered 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 PwC and DeloitteareDeloitte 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 accountantsregistered public accounting firms relating to the operations or financial reporting of Fidelity Aggressive Growth Fund, Fidelity Growth Company Fund, and Fidelity New Millennium Fund.the 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.

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 Fundfund 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.

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 Audit CommitteeChair 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 their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with ISB No.1, regarding their independence from the funds and their related entities.

[According to PwC for the fiscal year ended November 30, 2003, the percentage of hours spent on the audit of each fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of PwC is as follows:]

[According to Deloitte for the fiscal year ended November 30, 2003, the percentage of hours spent on the audit of each fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of Deloitte is as follows:]

Audit Fees. For each fund's last two fiscal years, ended November 30, 2003 and November 30, 2002,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.

^AAggregate amounts may reflect rounding.Appendix I.

Audit-Related Fees.In each of thefund's last two fiscal years, ended November 30, 2003 and November 30, 2002, theno aggregate Audit-Related Feesfees were billed by PwC or Deloitte forEntitiesfor 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 in the table below.

^A Aggregate amounts may reflect rounding.

^B Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.Fees.

In each of thefund's last two fiscal years, ended November 30, 2003 and November 30, 2002, 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 in the table below.

^A Aggregate amounts may reflect rounding.

^B Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.Fees.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent accountant.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.

[The percentage of audit-related services described aboveThere 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 November 30, 2003 and November 30, 2002 on behalf of each fund are shown in the table below./any 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 November 30, 2003 and November 30, 2002 on behalf of each fund.] These percentages include amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

[The percentage of audit-related services described above that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2003 and November 30, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund are shown in the table below./There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2003 and November 30, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of eachany fund.] These percentages include amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

Tax Fees.In each of thefund's last two fiscal years, ended November 30, 2003 and November 30, 2002,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.

^A Aggregate amounts may reflect rounding.

^B Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.Appendix J.

In each of thefund's last two fiscal years, ended November 30, 2003 and November 30, 2002,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.

^A Aggregate amounts may reflect rounding.

^B Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.fund.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent accountant'sregistered 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.

[The percentage of Tax Fees described aboveThere 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 November 30, 2003 and November 30, 2002 on behalf of each fund are shown in the table below./any 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 November 30, 2003 and November 30, 2002 on behalf of each fund.] These percentages include amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been effect at that time.

[The percentage of Tax Fees described above that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2003 and November 30, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund are shown in the table below./There were no amounts that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2003 and November 30, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of eachany fund.] These percentages include amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been effect at that time.

All Other Fees. In each of the funds' last two fiscal years, ended November 30, 2003 and November 30, 2002, 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.

^A Aggregate amounts may reflect rounding.

^B Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.Appendix K.

In each of the funds' last two fiscal years, ended November 30, 2003 and November 30, 2002, 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.

^A Aggregate amounts may reflect rounding.Appendix L.

^B Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

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.

[The percentage of All Other Fees for non-audit services described above 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 November 30, 2003 and November 30, 2002 on behalf of each fund are shown in the table below./There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30 2003 and November 30 2002 on behalf of eachany fund.] These percentages include amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been effect at that time.

[The percentage of All Other Fees for non-audit services described above that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended November 30, 2003 and November 30, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial report of each fund are shown in the table below./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 November 30, 2003 and November 30, 2002 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

For each fund.] These percentages include amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been effect at that time.

[For thefunds last two fiscal years, ended November 30, 2003 and November 30, 2002, PwC billedthe aggregate fees of $_____^Abilled by PwC and $_____^ADeloitte 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.]

[For the fiscal years ended November 30, 2003 and November 30, 2002, Deloitte billed aggregate fees of $_____^A and $_____^A 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.]

^A Aggregate amounts may reflect rounding.Appendix M.

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

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.

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>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 Governance 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:

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

The following characteristics are desirable, but not mandatory:

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

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

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

APPENDIX A

List of funds, fiscal year ends, and fund auditors.

¹ Retail and Advisor classes

² PWC serves as registered public accountant

³ Deloitte Entities serves as registered public accountant

APPENDIX B

¹ Retail and Advisor classes

APPENDIX C

Current voluntary expense caps (may be discontinued at any time):