This statement of additional information (SAI) is not a prospectus. Portions of each fund's annual report are
incorporated herein. The annual report is supplied with this SAI.
To obtain a free additional copy of the prospectus or SAI, dated [December __, 2013], or an annual report,
please call Fidelity at 1-800-835-5095 (plan participants) or 1-877-208-0098 (Advisors and Investment
Professionals) or visit the web site at www.401k.com (plan participants) or www.advisor.fidelity.com
(Advisors and Investment Professionals).
Investment Practices of the Strategic Advisers
®
Multi-Manager Target Date Funds
The following pages contain more detailed information about types of instruments in which a fund may invest, techniques a fund's
adviser may employ in pursuit of the fund's investment objective, and a summary of related risks. A fund's adviser may not buy all of
these instruments or use all of these techniques unless it believes that doing so will help the fund achieve its goal. However, a fund's
adviser is not required to buy any particular instrument or use any particular technique even if to do so might benefit the fund.
Borrowing.
If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund
makes additional investments while borrowings are outstanding, this may be considered a form of leverage.
Cash Management.
A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only)
shares of Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.
Central Funds
are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients.
Central funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain
costs related to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those
funds.
Commodity Futures Trading Commission (CFTC) Notice of Exclusion.
The trust, on behalf of the Fidelity funds to which this SAI
relates, has filed with the National Futures Association a notice claiming an exclusion from the definition of the term "commodity pool
operator" (CPO) under the Commodity Exchange Act, as amended, and the rules of the CFTC promulgated thereunder, with respect to
each fund's operation. Accordingly, neither a fund nor its adviser is subject to registration or regulation as a commodity pool or a CPO.
However, the CFTC has adopted certain rule amendments that significantly affect the continued availability of this exclusion, and may
subject advisers to funds to regulation by the CFTC. As of the date of this SAI, the adviser does not expect to register as a CPO of the
funds. However, there is no certainty that a fund or its adviser will be able to rely on an exclusion in the future as the fund's investments
change over time. A fund may determine not to use investment strategies that trigger additional CFTC regulation or may determine to
operate subject to CFTC regulation, if applicable. If a fund or its adviser operates subject to CFTC regulation, it may incur additional
expenses.
Dollar-Weighted Average Maturity
is derived by multiplying the value of each investment by the time remaining to its maturity,
adding these calculations, and then dividing the total by the value of a fund's portfolio. An obligation's maturity is typically determined
on a stated final maturity basis, although there are some exceptions to this rule.
Under certain circumstances, a fund may invest in nominally long-term securities that have maturity shortening features of shorter-term securities, and the maturities of these securities may be deemed to be earlier than their ultimate maturity dates by virtue of an existing demand feature or an adjustable interest rate. Under other circumstances, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or redemption provision, the date on which the instrument will
probably be called, refunded, or redeemed may be considered to be its maturity date. The maturities of mortgage securities, including
collateralized mortgage obligations, and some asset-backed securities are determined on a weighted average life basis, which is the average time for principal to be repaid. For a mortgage security, this average time is calculated by estimating the timing of principal payments, including unscheduled prepayments, during the life of the mortgage. The weighted average life of these securities is likely to be
substantially shorter than their stated final maturity.
Duration
is a measure of a bond's price sensitivity to a change in its yield. For example, if a bond has a 5-year duration and its yield
rises 1%, the bond's value is likely to fall about 5%. Similarly, if a bond fund has a 5-year average duration and the yield on each of the
bonds held by the fund rises 1%, the fund's value is likely to fall about 5%. For funds with exposure to foreign markets, there are many
reasons why all of the bond holdings do not experience the same yield changes. These reasons include: the bonds are spread off of different yield curves around the world and these yield curves do not move in tandem; the shapes of these yield curves change; and sector and
issuer yield spreads change. Other factors can influence a bond fund's performance and share price. Accordingly, a bond fund's actual
performance will likely differ from the example.
Futures, Options, and Swaps.
The
success
of any strategy involving futures, options, and swaps depends on an adviser's analysis of many
economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment
strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its portfolio
securities and its investment performance could be primarily dependent upon securities it does not own.
Each Strategic Advisers
®
Multi-Manager Target Date Fund will not: (a) sell futures contracts, purchase put options, or write call options if,
as a result, more than 25% of the fund's total assets would be hedged with futures and options under normal conditions; (b) purchase futures
contracts or write put options if, as a result, the fund's total obligations upon settlement or exercise of purchased futures contracts and written
put options would exceed 25% of its total assets under normal conditions; or (c) purchase call options if, as a result, the current value of option
premiums for call options purchased by the fund would exceed 5% of the fund's total assets. These limitations do not apply to options attached
to or acquired or traded together with their underlying securities, and do not apply to structured notes.
The limitations on the funds' investments in futures contracts, options, and swaps, and the funds' policies regarding futures contracts,
options, and swaps may be changed as regulatory agencies permit.
The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures,
options on futures, and forward contracts.
Futures Contracts.
In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified
future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are
standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller
enter into the contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based
on commodities or commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices
(including foreign indexes for funds that seek foreign exposure). Futures on indexes and futures not calling for physical delivery of the
underlying instrument will be settled through cash payments rather than through delivery of the underlying instrument. Futures can be
held until their delivery dates, or can be closed out by offsetting purchases or sales of futures contracts before then if a liquid market is
available. A fund may realize a gain or loss by closing out its futures contracts.
The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument,
much as if it had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures
position will tend to move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will
tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold.
The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying
instrument or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser
and seller are required to deposit "initial margin" with a futures broker, known as a futures commission merchant (FCM), when the contract is entered into. If the value of either party's position declines, that party will be required to make additional "variation margin"
payments to settle the change in value on a daily basis. This process of "marking to market" will be reflected in the daily calculation of
open positions computed in a fund's net asset value per share (NAV). The party that has a gain is entitled to receive all or a portion of this
amount. Initial and variation margin payments do not constitute purchasing securities on margin for purposes of a fund's investment
limitations. Variation margin does not represent a borrowing or loan by a fund, but is instead a settlement between a fund and the FCM of
the amount one would owe the other if the fund's contract expired. In the event of the bankruptcy or insolvency of an FCM that holds
margin on behalf of a fund, the fund may be entitled to return of margin owed to it only in proportion to the amount received by the FCM's
other customers, potentially resulting in losses to the fund. A fund is also required to segregate liquid assets equivalent to the fund's
outstanding obligations under the contract in excess of the initial margin and variation margin, if any.
There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish
daily price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the
limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible
to enter into new positions or close out existing positions. The daily limit governs only price movements during a particular trading day
and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing
prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.
If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of
changes in its value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may
be heightened for commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments
such as stocks and bonds.
Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available
will not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures
position will not track the performance of the fund's other investments.
Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's
investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way.
Imperfect correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural
differences in how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may
purchase or sell futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all
cases. If price changes in a fund's futures positions are poorly correlated with its other investments, the positions may fail to produce
anticipated gains or result in losses that are not offset by gains in other investments. In addition, the price of a commodity futures contract
can reflect the storage costs associated with the purchase of the physical commodity.
Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner
similar to the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such
futures contracts, the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the anticipated spread between the price of the futures contract and the hedged security may be distorted due to
differences in the nature of the markets. The spread also may be distorted by differences in initial and variation margin requirements, the
liquidity of such markets and the participation of speculators in such markets.
Options.
By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument
at a fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of
securities or commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange
or over-the-counter (OTC). The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If
the option is allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of
the underlying instrument at the strike price. Depending on the terms of the contract, upon exercise, an option may require physical
delivery of the underlying instrument or may be settled through cash payments. A purchaser may also terminate a put option position by
closing it out in the secondary market at its current price, if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the
underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium, plus related transaction costs).
The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right
(but not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts
to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls. At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to
offset the cost of the option.
The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the
premium, the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the
option chooses to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the
secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer must continue to be
prepared to pay the strike price while the option is outstanding, regardless of price changes. When writing an option on a futures contract,
a fund will be required to make margin payments to an FCM as described above for futures contracts.
If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the
amount of the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also
profit, because it should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would
expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the
premium received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment,
as applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the
option premium, a call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to
deliver the underlying instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current
value is greater, a call writer gives up some ability to participate in security price increases.
Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to
close out the put or call option on the secondary market may move more or less than the price of the related security.
There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges
may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt
is imposed, it may be impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid
because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a fund's access to other
assets held to cover its options positions could also be impaired.
Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its
needs, OTC options generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the exchanges where they are traded.
Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call
option on the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling
a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a
lower price, to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions
involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.
A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap
gives a party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing
contract at a specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will
generally incur a greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap.
When a fund purchases an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option
expire unexercised. However, when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on the adviser's ability to predict correctly whether certain types of investments are likely to
produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."
Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available
will not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not track the performance of the fund's other investments.
Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's
investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way.
Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from
structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading
halts. A fund may purchase or sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to
purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be
successful in all cases. If price changes in a fund's options positions are poorly correlated with its other investments, the positions may fail
to produce anticipated gains or result in losses that are not offset by gains in other investments.
Swap Agreements.
Swap Agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are
transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a
central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or
more payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be
exchanged between the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade
representing the hypothetical underlying quantity upon which payment obligations are computed.
Swap agreements can take many different forms and are known by a variety of names. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price. Certain
standardized swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap. However, central clearing does not eliminate counterparty
risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of a
clearinghouse and by a clearing member FCM may be in excess of the collateral required to be posted by a fund to support its obligations
under a similar uncleared swap. It is expected, however, that regulators will adopt rules imposing certain margin requirements, including
minimums, on uncleared swaps in the near future, which could reduce the distinction.
A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the
market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof) during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to
an interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use
total return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total
return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.
In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default
protection seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets,
each known as the reference entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may
buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are
lower-quality debt securities. In an unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket
of issuers or assets or index of assets without owning the underlying asset or debt issued by the reference entity. Credit default swaps
involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps
include liquidity, counterparty and operational risk.
Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection
seller, the fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a
fund is the credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller.
If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap
agreements only with counterparties that meet certain standards of creditworthiness.
A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of
a swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to
provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may
be limited temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an
action against the counterparty.
Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A
fund bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other
economic factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a
portfolio investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the
risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund
investments. Swaps are complex and often valued subjectively.
Illiquid Securities
cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may be costly to a fund.
Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and,
through reports from the fund's adviser, the Board monitors investments in illiquid securities.
Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the
nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for
transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time
required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).
Insolvency of Issuers, Counterparties, and Intermediaries.
Issuers of fund portfolio securities or counterparties to fund transactions that become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets, where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets,
and bankruptcy laws differ from those of the U.S.
As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and
preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's
securities and the results of related proceedings can be unpredictable.
If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes
insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights
against the counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's
ability to terminate a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency
of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending
transactions. If an intermediary becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign
laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also take time to resolve, which may result in illiquid positions.
Interfund Borrowing and Lending Program.
Pursuant to an exemptive order issued by the Securities and Exchange Commission
(SEC), a Fidelity fund may lend money to, and borrow money from, other funds advised by Fidelity Management & Research Company
(FMR) or its affiliates. A Fidelity fund will borrow through the program only when the costs are equal to or lower than the costs of bank loans. A
Fidelity fund will lend through the program only when the returns are higher than those available from an investment in repurchase agreements.
Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's
notice. A Fidelity fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Investment-Grade Debt Securities.
Investment-grade debt securities include all types of debt instruments that are of medium and
high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as
repurchase agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can
perfect a security interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt
securities may possess speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a
nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated
but considered to be of equivalent quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade
debt security, an adviser may take into account normal settlement periods.
Investments by Large Shareholders.
A fund may experience large redemptions or investments due to transactions in fund shares by
large shareholders. While it is impossible to predict the overall effect of these transactions over time, there could be an adverse impact on
a fund's performance. In the event of such redemptions or investments, a fund could be required to sell securities or to invest cash at a time
when it may not otherwise desire to do so. Such transactions may increase a fund's brokerage and/or other transaction costs and affect the
liquidity of a fund's portfolio. In addition, when investors own a substantial portion of a fund's shares, a large redemption could cause
actual expenses to increase, or could result in the fund's current expenses being allocated over a smaller asset base, leading to an increase
in the fund's expense ratio. Redemptions of fund shares could also accelerate the realization of taxable capital gains in the fund if sales of
securities result in capital gains. The impact of these transactions is likely to be greater when a significant investor purchases, redeems, or
owns a substantial portion of the fund's shares. When possible, Fidelity will consider how to minimize these potential adverse effects, and
may take such actions as it deems appropriate to address potential adverse effects, including redemption of shares in-kind rather than in
cash or carrying out the transactions over a period of time, although there can be no assurance that such actions will be successful. A high
volume of redemption requests can impact a fund the same way as the transactions of a single shareholder with substantial investments.
Reforms and Government Intervention in the Financial Markets.
Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led
the U.S. Government and other governments to take a number of unprecedented actions designed to support certain financial institutions
and segments of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and
their effects are uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that
are unforeseeable. Reforms may also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its
investment objective or engage in certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and
public finances, they could affect fund expenses and the value of fund investments.
Repurchase Agreements
involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are
held in a separate account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued
incremental amount. The value of the security purchased may be more or less than the price at which the counterparty has agreed to
purchase the security. In addition, delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund
may be limited in its ability to exercise its right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A
Fidelity fund may engage in repurchase agreement transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.
Restricted Securities
are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a
fund. Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under
the Securities Act of 1933 (1933 Act), or in a registered public offering. Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the
security.
Reverse Repurchase Agreements.
In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into
reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such
transactions may increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a
form of leverage.
Securities Lending.
A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.
Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the
ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower
defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a
fund is not able to recover the securities loaned, the fund may sell the collateral and purchase a replacement investment in the market. The
value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. For a Fidelity fund, loans will be made only to parties deemed by the fund's adviser to be in good standing and when, in the
adviser's judgment, the income earned would justify the risks.
Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market
fund. Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.
Sources of Liquidity or Credit Support.
Issuers may employ various forms of credit and liquidity enhancements, including letters of
credit, guarantees, swaps, puts, and demand features, and insurance provided by domestic or foreign entities such as banks and other
financial institutions. An adviser and its affiliates may rely on their evaluation of the credit of the issuer or the credit of the liquidity or
credit enhancement provider in determining whether to purchase or hold a security supported by such enhancement. In evaluating the
credit of a foreign bank or other foreign entities, factors considered may include whether adequate public information about the entity is
available and whether the entity may be subject to unfavorable political or economic developments, currency controls, or other government restrictions that might affect its ability to honor its commitment. Changes in the credit quality of the issuer and/or entity providing
the enhancement could affect the value of the security or a fund's share price.
Temporary Defensive Policies.
Each Strategic Advisers Multi-Manager Target Date Fund reserves the right to invest without limitation in Money Market Portfolio for
temporary, defensive purposes.
Transfer Agent Bank Accounts.
Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a
similar series of bank accounts.
If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the funds when opening, closing, and
conducting business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase
agreements. Any balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with
such an account are investment risks of the funds. A fund faces the risk of loss of these balances if the bank becomes insolvent.
Investment Practices of the Underlying Funds
The following pages contain more detailed information about types of instruments in which an underlying fund may invest, techniques an
underlying fund's adviser (or a sub-adviser) may employ in pursuit of the underlying fund's investment objective, and a summary of related
risks. An underlying fund's adviser (or a sub-adviser) may not buy all of these instruments or use all of these techniques unless it believes that
doing so will help the underlying fund achieve its goal. However, an underlying fund's adviser (or a sub-adviser) is not required to buy any
particular instrument or use any particular technique even if to do so might benefit the underlying fund.
Affiliated Bank Transactions.
A Fidelity fund may engage in transactions with financial institutions that are, or may be considered
to be, "affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued by the SEC, the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.
Asset-Backed Securities
represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases,
supported by letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other
factors including changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the
servicing agent for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these
securities may be subject to prepayment risk.
Borrowing.
If a fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If a fund
makes additional investments while borrowings are outstanding, this may be considered a form of leverage.
Cash Management.
A fund may hold uninvested cash or may invest it in cash equivalents such as money market securities, repurchase agreements, or shares of short-term bond or money market funds, including (for Fidelity funds and other advisory clients only)
shares of Fidelity central funds. Generally, these securities offer less potential for gains than other types of securities.
Central Funds
are special types of investment vehicles created by Fidelity for use by the Fidelity funds and other advisory clients.
Central funds are used to invest in particular security types or investment disciplines, or for cash management. Central funds incur certain
costs related to their investment activity (such as custodial fees and expenses), but do not pay additional management fees. The investment results of the portions of a Fidelity fund's assets invested in the central funds will be based upon the investment results of those
funds.
Common Stock
represents an equity or ownership interest in an issuer. In the event an issuer is liquidated or declares bankruptcy, the
claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock, although related proceedings can take time to resolve and results can be unpredictable.
Companies "Principally Engaged" in the Real Estate Industry.
For purposes of an underlying fund's investment objective and
policy to normally invest at least 80% of its assets in securities of companies principally engaged in the real estate industry and other real
estate related investments, FMR may consider a company to be principally engaged in the real estate industry if: (i) at least a plurality of
its assets (marked to market), gross income, or net profits are attributable to ownership, construction, management, or sale of residential,
commercial, or industrial real estate, or (ii) a third party has given the company an industry or sector classification consistent with real
estate.
Convertible Securities
are bonds, debentures, notes, or other securities that may be converted or exchanged (by the holder or by the
issuer) into shares of the underlying common stock (or cash or securities of equivalent value) at a stated exchange ratio. A convertible
security may also be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a
specified price) established upon issue. If a convertible security held by a fund is called for redemption or conversion, the fund could be
required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party.
Convertible securities generally have less potential for gain or loss than common stocks. Convertible securities generally provide
yields higher than the underlying common stocks, but generally lower than comparable non-convertible securities. Because of this higher
yield, convertible securities generally sell at prices above their "conversion value," which is the current market value of the stock to be
received upon conversion. The difference between this conversion value and the price of convertible securities will vary over time depending on changes in the value of the underlying common stocks and interest rates. When the underlying common stocks decline in
value, convertible securities will tend not to decline to the same extent because of the interest or dividend payments and the repayment of
principal at maturity for certain types of convertible securities. However, securities that are convertible other than at the option of the
holder generally do not limit the potential for loss to the same extent as securities convertible at the option of the holder. When the underlying common stocks rise in value, the value of convertible securities may also be expected to increase. At the same time, however, the
difference between the market value of convertible securities and their conversion value will narrow, which means that the value of
convertible securities will generally not increase to the same extent as the value of the underlying common stocks. Because convertible
securities may also be interest-rate sensitive, their value may increase as interest rates fall and decrease as interest rates rise. Convertible
securities are also subject to credit risk, and are often lower-quality securities.
Countries and Markets Considered Emerging.
For purposes of an underlying fund's 80% investment policy relating to emerging markets, emerging markets include countries that have an emerging stock market as defined by MSCI, countries or markets with low- to middle-income economies as classified by the World Bank, and other countries or markets with similar emerging characteristics.
Country or Geographic Region.
Various factors may be considered in determining whether an investment is tied economically to a
particular country or region, including: whether the investment is issued or guaranteed by a particular government or any of its agencies,
political subdivisions, or instrumentalities; whether the investment has its primary trading market in a particular country or region;
whether the issuer is organized under the laws of, derives at least 50% of its revenues from, or has at least 50% of its assets in a particular
country or region; whether the investment is included in an index representative of a particular country or region; and whether the investment is exposed to the economic fortunes and risks of a particular country or region.
Debt Securities
are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must
repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay interest
but are sold at a deep discount from their face values. Debt securities include corporate bonds, government securities, repurchase agreements, and mortgage and other asset-backed securities.
Dollar-Weighted Average Maturity
is derived by multiplying the value of each investment by the time remaining to its maturity,
adding these calculations, and then dividing the total by the value of a fund's portfolio. An obligation's maturity is typically determined
on a stated final maturity basis, although there are some exceptions to this rule.
Under certain circumstances, a fund may invest in nominally long-term securities that have maturity shortening features of shorter-term securities, and the maturities of these securities may be deemed to be earlier than their ultimate maturity dates by virtue of an existing demand feature or an adjustable interest rate. Under other circumstances, if it is probable that the issuer of an instrument will take
advantage of a maturity-shortening device, such as a call, refunding, or redemption provision, the date on which the instrument will
probably be called, refunded, or redeemed may be considered to be its maturity date. The maturities of mortgage securities, including
collateralized mortgage obligations, and some asset-backed securities are determined on a weighted average life basis, which is the average time for principal to be repaid. For a mortgage security, this average time is calculated by estimating the timing of principal payments, including unscheduled prepayments, during the life of the mortgage. The weighted average life of these securities is likely to be
substantially shorter than their stated final maturity.
Duration
is a measure of a bond's price sensitivity to a change in its yield. For example, if a bond has a 5-year duration and its yield
rises 1%, the bond's value is likely to fall about 5%. Similarly, if a bond fund has a 5-year average duration and the yield on each of the
bonds held by the fund rises 1%, the fund's value is likely to fall about 5%. For funds with exposure to foreign markets, there are many
reasons why all of the bond holdings do not experience the same yield changes. These reasons include: the bonds are spread off of different yield curves around the world and these yield curves do not move in tandem; the shapes of these yield curves change; and sector and
issuer yield spreads change. Other factors can influence a bond fund's performance and share price. Accordingly, a bond fund's actual
performance will likely differ from the example.
Domestic and Foreign Investments (money market fund only)
include U.S. dollar-denominated time deposits, certificates of deposit, and bankers' acceptances of U.S. banks and their branches located outside of the United States, U.S. branches and agencies of
foreign banks, and foreign branches of foreign banks. Domestic and foreign investments may also include U.S. dollar-denominated securities issued or guaranteed by other U.S. or foreign issuers, including U.S. and foreign corporations or other business organizations, foreign governments, foreign government agencies or instrumentalities, and U.S. and foreign financial institutions, including savings and
loan institutions, insurance companies, mortgage bankers, and real estate investment trusts, as well as banks.
The obligations of foreign branches of U.S. banks may not be obligations of the parent bank in addition to the issuing branch, and may
be limited by the terms of a specific obligation and by governmental regulation. Payment of interest and repayment of principal on these
obligations may also be affected by governmental action in the country of domicile of the branch (generally referred to as sovereign risk)
or by war or civil conflict. In addition, settlement of trades may occur outside of the United States and evidence of ownership of portfolio
securities may be held outside of the United States. Accordingly, a fund may be subject to the risks associated with the settlement of trades
and the holding of such property overseas. Various provisions of federal law governing the establishment and operation of U.S. branches
do not apply to foreign branches of U.S. banks.
Obligations of U.S. branches and agencies of foreign banks may be general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by federal and state regulation, as well as by governmental action in the
country in which the foreign bank has its head office.
Obligations of foreign issuers involve certain additional risks. These risks may include future unfavorable political and economic
developments, withholding taxes, seizures of foreign deposits, currency controls, interest limitations, or other governmental restrictions
that might affect repayment of principal or payment of interest, or the ability to honor a credit commitment. Additionally, there may be
less public information available about foreign entities. Foreign issuers may be subject to less governmental regulation and supervision
than U.S. issuers. Foreign issuers also generally are not bound by uniform accounting, auditing, and financial reporting requirements
comparable to those applicable to U.S. issuers.
Exchange Traded Funds (ETFs)
are shares of other investment companies, commodity pools, or other entities that are traded on an
exchange. Typically, assets underlying the ETF shares are stocks, though they may also be commodities or other instruments. An ETF
may seek to replicate the performance of a specified index or may be actively managed.
Typically, ETF shares are expected to increase in value as the value of the underlying benchmark increases. However, in the case of
inverse ETFs (also called "short ETFs" or "bear ETFs"), ETF shares are expected to increase in value as the value of the underlying
benchmark decreases. Inverse ETFs seek to deliver the opposite of the performance of the benchmark they track and are often marketed
as a way for investors to profit from, or at least hedge their exposure to, downward moving markets. Investments in inverse ETFs are
similar to holding short positions in the underlying benchmark.
ETF shares are redeemable only in large blocks (typically, 50,000 shares) often called "creation units" by persons other than a fund,
and are redeemed principally in-kind at each day's next calculated NAV. ETFs typically incur fees that are separate from those fees incurred directly by a fund. A fund's purchase of ETFs results in the layering of expenses, such that the fund would indirectly bear a proportionate share of any ETF's operating expenses. Further, while traditional investment companies are continuously offered at NAV, ETFs
are traded in the secondary market (
e.g.,
on a stock exchange) on an intra-day basis at prices that may be above or below the value of their
underlying portfolios.
Some of the risks of investing in an ETF that tracks an index are similar to those of investing in an indexed mutual fund, including
tracking error risk (the risk of errors in matching the ETF's underlying assets to the index or other benchmark); and the risk that because
an ETF is not actively managed, it cannot sell stocks or other assets as long as they are represented in the index or other benchmark. Other
ETF risks include the risk that ETFs may trade in the secondary market at a discount from their NAV and the risk that the ETFs may not be
liquid. ETFs also may be leveraged. Leveraged ETFs seek to deliver multiples of the performance of the index or other benchmark they
track and use derivatives in an effort to amplify the returns (or decline, in the case of inverse ETFs) of the underlying index or benchmark.
While leveraged ETFs may offer the potential for greater return, the potential for loss and the speed at which losses can be realized also
are greater. Most leveraged and inverse ETFs "reset" daily, meaning they are designed to achieve their stated objectives on a daily basis.
Leveraged and inverse ETFs can deviate substantially from the performance of their underlying benchmark over longer periods of time,
particularly in volatile periods.
Exchange Traded Notes (ETNs)
are a type of senior, unsecured, unsubordinated debt security issued by financial institutions that
combines aspects of both bonds and ETFs. An ETN's returns are based on the performance of a market index or other reference asset
minus fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF,
an ETN can be held until the ETN's maturity, at which time the issuer will pay a return linked to the performance of the market index or
other reference asset to which the ETN is linked minus certain fees. Unlike regular bonds, ETNs typically do not make periodic interest
payments and principal typically is not protected.
ETNs also incur certain expenses not incurred by their applicable index. The market value of an ETN is determined by supply and
demand, the current performance of the index or other reference asset, and the credit rating of the ETN issuer. The market value of ETN
shares may differ from their intraday indicative value. The value of an ETN may also change due to a change in the issuer's credit rating.
As a result, there may be times when an ETN share trades at a premium or discount to its NAV. Some ETNs that use leverage in an effort to
amplify the returns of an underlying index or other reference asset can, at times, be relatively illiquid and, thus, they may be difficult to
purchase or sell at a fair price. Leveraged ETNs may offer the potential for greater return, but the potential for loss and speed at which
losses can be realized also are greater.
Exposure to Foreign and Emerging Markets.
Foreign securities, foreign currencies, and securities issued by U.S. entities with
substantial foreign operations may involve significant risks in addition to the risks inherent in U.S. investments.
Foreign investments involve risks relating to local political, economic, regulatory, or social instability, military action or unrest, or
adverse diplomatic developments, and may be affected by actions of foreign governments adverse to the interests of U.S. investors. Such
actions may include expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to
repatriate assets or convert currency into U.S. dollars, or other government intervention. Additionally, governmental issuers of foreign
debt securities may be unwilling to pay interest and repay principal when due and may require that the conditions for payment be renegotiated. There is no assurance that a fund's adviser will be able to anticipate these potential events or counter their effects. In addition, the
value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate
based on the relative strength of the U.S. dollar. From time to time, a fund may invest a large portion of its assets in the securities of issuers
located in a single country or a limited number of countries. If a fund invests in this manner, there is a higher risk that social, political,
economic, tax (such as a tax on foreign investments), or regulatory developments in those countries may have a significant impact on the
fund's investment performance.
The risks of foreign investing may be magnified for investments in emerging markets, which may have relatively unstable governments, economies based on only a few industries, and securities markets that trade a small number of securities.
It is anticipated that in most cases the best available market for foreign securities will be on an exchange or in OTC markets located
outside of the United States. Foreign stock markets, while growing in volume and sophistication, are generally not as developed as those
in the United States, and securities of some foreign issuers may be less liquid and more volatile than securities of comparable U.S. issuers.
Foreign security trading, settlement and custodial practices (including those involving securities settlement where fund assets may be
released prior to receipt of payment) are often less developed than those in U.S. markets, and may result in increased investment or valuation risk or substantial delays in the event of a failed trade or the insolvency of, or breach of duty by, a foreign broker-dealer, securities
depository, or foreign subcustodian. In addition, the costs associated with foreign investments, including withholding taxes, brokerage
commissions, and custodial costs, are generally higher than with U.S. investments.
Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers are generally not bound by uniform
accounting, auditing, and financial reporting requirements and standards of practice comparable to those applicable to U.S. issuers. Adequate public information on foreign issuers may not be available, and it may be difficult to secure dividends and information regarding
corporate actions on a timely basis. In general, there is less overall governmental supervision and regulation of securities exchanges,
brokers, and listed companies than in the United States. OTC markets tend to be less regulated than stock exchange markets and, in
certain countries, may be totally unregulated. Regulatory enforcement may be influenced by economic or political concerns, and investors may have difficulty enforcing their legal rights in foreign countries.
Some foreign securities impose restrictions on transfer within the United States or to U.S. persons. Although securities subject to such
transfer restrictions may be marketable abroad, they may be less liquid than foreign securities of the same class that are not subject to such
restrictions.
American Depositary Receipts (ADRs) as well as other "hybrid" forms of ADRs, including European Depositary Receipts (EDRs)
and Global Depositary Receipts (GDRs), are certificates evidencing ownership of shares of a foreign issuer. These certificates are issued
by depository banks and generally trade on an established market in the United States or elsewhere. The underlying shares are held in trust
by a custodian bank or similar financial institution in the issuer's home country. The depository bank may not have physical custody of
the underlying securities at all times and may charge fees for various services, including forwarding dividends and interest and corporate
actions. ADRs are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. However,
ADRs continue to be subject to many of the risks associated with investing directly in foreign securities. These risks include foreign
exchange risk as well as the political and economic risks of the underlying issuer's country.
The risks of foreign investing may be magnified for investments in emerging markets. Security prices in emerging markets can be
significantly more volatile than those in more developed markets, reflecting the greater uncertainties of investing in less established
markets and economies. In particular, countries with emerging markets may have relatively unstable governments, may present the risks
of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation of assets, and may have less
protection of property rights than more developed countries. The economies of countries with emerging markets may be based on only a
few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt
burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of holdings difficult or impossible at times.
Floating Rate Loans and Other Debt Securities.
Floating rate loans consist generally of obligations of companies or other entities
(collectively, "borrowers") incurred for the purpose of reorganizing the assets and liabilities of a borrower (recapitalization); acquiring another
company (acquisition); taking over control of a company (leveraged buyout); temporary financing (bridge loan); or refinancings, internal
growth, or other general business purposes. Floating rate loans are often obligations of borrowers who are highly leveraged.
Floating rate loans may be structured to include both term loans, which are generally fully funded at the time of the making of the loan,
and revolving credit facilities, which would require additional investments upon the borrower's demand. A revolving credit facility may
require a purchaser to increase its investment in a floating rate loan at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
Floating rate loans may be acquired by direct investment as a lender, as a participation interest (which represents a fractional interest in a
floating rate loan) issued by a lender or other financial institution, or as an assignment of the portion of a floating rate loan previously attributable to a different lender.
A floating rate loan offered as part of the original lending syndicate typically is purchased at par value. As part of the original lending
syndicate, a purchaser generally earns a yield equal to the stated interest rate. In addition, members of the original syndicate typically are
paid a commitment fee. In secondary market trading, floating rate loans may be purchased or sold above, at, or below par, which can
result in a yield that is below, equal to, or above the stated interest rate, respectively. At certain times when reduced opportunities exist for
investing in new syndicated floating rate loans, floating rate loans may be available only through the secondary market. There can be no
assurance that an adequate supply of floating rate loans will be available for purchase.
Historically, floating rate loans have not been registered with the SEC or any state securities commission or listed on any securities
exchange. As a result, the amount of public information available about a specific floating rate loan historically has been less extensive
than if the floating rate loan were registered or exchange-traded.
Purchasers of floating rate loans and other forms of debt securities depend primarily upon the creditworthiness of the borrower for
payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the security may be
adversely affected. Floating rate loans and other debt securities that are fully secured provide more protections than unsecured securities
in the event of failure to make scheduled interest or principal payments. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Some floating rate loans and other debt securities are not rated by any
nationally recognized statistical rating organization. In connection with the restructuring of a floating rate loan or other debt security
outside of bankruptcy court in a negotiated work-out or in the context of bankruptcy proceedings, equity securities or junior debt securities may be received in exchange for all or a portion of an interest in the security.
From time to time FMR and its affiliates may borrow money from various banks in connection with their business activities. These
banks also may sell floating rate loans to a Fidelity fund or acquire floating rate loans from a Fidelity fund, or may be intermediate participants with respect to floating rate loans owned by a Fidelity fund. These banks also may act as agents for floating rate loans that a Fidelity
fund owns.
The following paragraphs pertain to floating rate loans: Agents, Participation Interests, Collateral, Floating Interest Rates, Maturity,
Floating Rate Loan Trading, Supply of Floating Rate Loans, Restrictive Covenants, Fees, and Other Types of Floating Rate Debt Securities.
Agents.
Floating rate loans typically are originated, negotiated, and structured by a bank, insurance company, finance company, or other
financial institution (the "agent") for a lending syndicate of financial institutions. The borrower and the lender or lending syndicate enter into a
loan agreement. In addition, an institution (typically, but not always, the agent) holds any collateral on behalf of the lenders.
In a typical floating rate loan, the agent administers the terms of the loan agreement and is responsible for the collection of principal
and interest and fee payments from the borrower and the apportionment of these payments to all lenders that are parties to the loan agreement. Purchasers will rely on the agent to use appropriate creditor remedies against the borrower. Typically, under loan agreements, the
agent is given broad discretion in monitoring the borrower's performance and is obligated to use the same care it would use in the management of its own property. Upon an event of default, the agent typically will enforce the loan agreement after instruction from the
lenders. The borrower compensates the agent for these services. This compensation may include special fees paid on structuring and
funding the floating rate loan and other fees paid on a continuing basis. The typical practice of an agent or a lender in relying exclusively
or primarily on reports from the borrower may involve a risk of fraud by the borrower.
If an agent becomes insolvent, or has a receiver, conservator, or similar official appointed for it by the appropriate bank or other regulatory
authority, or becomes a debtor in a bankruptcy proceeding, the agent's appointment may be terminated, and a successor agent would be appointed. If an appropriate regulator or court determines that assets held by the agent for the benefit of the purchasers of floating rate loans are
subject to the claims of the agent's general or secured creditors, the purchasers might incur certain costs and delays in realizing payment on a
floating rate loan or suffer a loss of principal and/or interest. Furthermore, in the event of the borrower's bankruptcy or insolvency, the borrower's obligation to repay a floating rate loan may be subject to certain defenses that the borrower can assert as a result of improper conduct by the
agent.
Participation Interests.
Purchasers of participation interests do not have any direct contractual relationship with the borrower. Purchasers rely on the lender who sold the participation interest not only for the enforcement of the purchaser's rights against the borrower
but also for the receipt and processing of payments due under the floating rate loan.
Purchasers of participation interests may be subject to delays, expenses, and risks that are greater than those that would be involved if
the purchaser could enforce its rights directly against the borrower. In addition, under the terms of a participation interest, the purchaser
may be regarded as a creditor of the intermediate participant (rather than of the borrower), so that the purchaser also may be subject to the
risk that the intermediate participant could become insolvent. The agreement between the purchaser and lender who sold the participation interest may also limit the rights of the purchaser to vote on changes that may be made to the loan agreement, such as waiving a
breach of a covenant.
For a Fidelity fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the
fund generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of participation interests where a bank
or other lending institution serves as intermediate participant between a fund and the borrower, if the participation interest does not shift
to the fund the direct debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to
treat both the lending bank or other lending institution and the borrower as "issuers" for these purposes. Treating an intermediate participant as an issuer of indebtedness may restrict a fund's ability to invest in indebtedness related to a single intermediate participant, or a
group of intermediate participants engaged in the same industry, even if the underlying borrowers represent many different companies
and industries.
Collateral.
Most floating rate loans are secured by specific collateral of the borrower and are senior to most other securities of the
borrower. The collateral typically has a market value, at the time the floating rate loan is made, that equals or exceeds the principal
amount of the floating rate loan. The value of the collateral may decline, be insufficient to meet the obligations of the borrower, or be
difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value.
Floating rate loan collateral may consist of various types of assets or interests. Collateral may include working capital assets, such as
accounts receivable or inventory; tangible or intangible assets; or assets or other types of guarantees of affiliates of the borrower. Inventory is the goods a company has in stock, including finished goods, goods in the process of being manufactured, and the supplies used in the
process of manufacturing. Accounts receivable are the monies due to a company for merchandise or securities that it has sold, or for the
services it has provided. Tangible fixed assets include real property, buildings, and equipment. Intangible assets include trademarks,
copyrights and patent rights, and securities of subsidiaries or affiliates.
Generally, floating rate loans are secured unless (i) the purchaser's security interest in the collateral is invalidated for any reason by a
court, or (ii) the collateral is fully released with the consent of the agent bank and lenders or under the terms of a loan agreement as the
creditworthiness of the borrower improves. Collateral impairment is the risk that the value of the collateral for a floating rate loan will be
insufficient in the event that a borrower defaults. Although the terms of a floating rate loan generally require that the collateral at issuance
have a value at least equal to 100% of the amount of such floating rate loan, the value of the collateral may decline subsequent to the
purchase of a floating rate loan. In most loan agreements there is no formal requirement to pledge additional collateral. There is no guarantee that the sale of collateral would allow a borrower to meet its obligations should the borrower be unable to repay principal or pay
interest or that the collateral could be sold quickly or easily.
In addition, most borrowers pay their debts from the cash flow they generate. If the borrower's cash flow is insufficient to pay its debts
as they come due, the borrower may seek to restructure its debts rather than sell collateral. Borrowers may try to restructure their debts by
filing for protection under the federal bankruptcy laws or negotiating a work-out. If a borrower becomes involved in bankruptcy proceedings, access to the collateral may be limited by bankruptcy and other laws. In the event that a court decides that access to the collateral is
limited or void, it is unlikely that purchasers could recover the full amount of the principal and interest due.
There may be temporary periods when the principal asset held by a borrower is the stock of a related company, which may not legally
be pledged to secure a floating rate loan. On occasions when such stock cannot be pledged, the floating rate loan will be temporarily
unsecured until the stock can be pledged or is exchanged for, or replaced by, other assets.
Some floating rate loans are unsecured. If the borrower defaults on an unsecured floating rate loan, there is no specific collateral on
which the purchaser can foreclose.
Floating Interest Rates.
The rate of interest payable on floating rate loans is the sum of a base lending rate plus a specified spread.
Base lending rates are generally the London Interbank Offered Rate ("LIBOR"), the Certificate of Deposit ("CD") Rate of a designated
U.S. bank, the Prime Rate of a designated U.S. bank, the Federal Funds Rate, or another base lending rate used by commercial lenders. A
borrower usually has the right to select the base lending rate and to change the base lending rate at specified intervals. The applicable
spread may be fixed at time of issuance or may adjust upward or downward to reflect changes in credit quality of the borrower. The
interest rate payable on some floating rate loans may be subject to an upper limit ("cap") or lower ("floor").
The interest rate on LIBOR-based and CD Rate-based floating rate loans is reset periodically at intervals ranging from 30 to 180 days,
while the interest rate on Prime Rate- or Federal Funds Rate-based floating rate loans floats daily as those rates change. Investment in
floating rate loans with longer interest rate reset periods can increase fluctuations in the floating rate loans' values when interest rates
change.
The yield on a floating rate loan will primarily depend on the terms of the underlying floating rate loan and the base lending rate
chosen by the borrower. The relationship between LIBOR, the CD Rate, the Prime Rate, and the Federal Funds Rate will vary as market
conditions change.
Maturity.
Floating rate loans typically will have a stated term of five to nine years. However, because floating rate loans are frequently prepaid, their average maturity is expected to be two to three years. The degree to which borrowers prepay floating rate loans, whether
as a contractual requirement or at their election, may be affected by general business conditions, the borrower's financial condition, and
competitive conditions among lenders. Prepayments cannot be predicted with accuracy. Prepayments of principal to the purchaser of a
floating rate loan may result in the principal's being reinvested in floating rate loans with lower yields.
Floating Rate Loan Trading.
Floating rate loans are generally subject to legal or contractual restrictions on resale. Floating rate
loans are not currently listed on any securities exchange or automatic quotation system. As a result, no active market may exist for some
floating rate loans, and to the extent a secondary market exists for other floating rate loans, such market may be subject to irregular
trading activity, wide bid/ask spreads, and extended trade settlement periods.
Supply of Floating Rate Loans.
The supply of floating rate loans may be limited from time to time due to a lack of sellers in the
market for existing floating rate loans or the number of new floating rate loans currently being issued. As a result, the floating rate loans
available for purchase may be lower quality or higher priced.
Restrictive Covenants.
A borrower must comply with various restrictive covenants contained in the loan agreement. In addition to
requiring the scheduled payment of interest and principal, these covenants may include restrictions on dividend payments and other
distributions to stockholders, provisions requiring the borrower to maintain specific financial ratios, and limits on total debt. The loan
agreement may also contain a covenant requiring the borrower to prepay the floating rate loan with any free cash flow. A breach of a
covenant that is not waived by the agent (or by the lenders directly) is normally an event of default, which provides the agent or the lenders
the right to call the outstanding floating rate loan.
Fees.
Purchasers of floating rate loans may receive and/or pay certain fees. These fees are in addition to interest payments received and may
include facility fees, commitment fees, commissions, and prepayment penalty fees. When a purchaser buys a floating rate loan, it may receive a
facility fee; and when it sells a floating rate loan, it may pay a facility fee. A purchaser may receive a commitment fee based on the undrawn
portion of the underlying line of credit portion of a floating rate loan or a prepayment penalty fee on the prepayment of a floating rate loan. A
purchaser may also receive other fees, including covenant waiver fees and covenant modification fees.
Other Types of Floating Rate Debt Securities.
Floating rate debt securities include other forms of indebtedness of borrowers such as
notes and bonds, securities with fixed rate interest payments in conjunction with a right to receive floating rate interest payments, and
shares of other investment companies. These instruments are generally subject to the same risks as floating rate loans but are often more
widely issued and traded.
Foreign Currency Transactions.
A fund may conduct foreign currency transactions on a spot (
i.e.,
cash) or forward basis (
i.e.,
by
entering into forward contracts to purchase or sell foreign currencies). Although foreign exchange dealers generally do not charge a fee
for such conversions, they do realize a profit based on the difference between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency at one rate, while offering a lesser rate of exchange should the counterparty
desire to resell that currency to the dealer. Forward contracts are customized transactions that require a specific amount of a currency to
be delivered at a specific exchange rate on a specific date or range of dates in the future. Forward contracts are generally traded in an
interbank market directly between currency traders (usually large commercial banks) and their customers. The parties to a forward contract may agree to offset or terminate the contract before its maturity, or may hold the contract to maturity and complete the contemplated
currency exchange.
The following discussion summarizes the principal currency management strategies involving forward contracts that could be used
by a fund. A fund may also use swap agreements, indexed securities, and options and futures contracts relating to foreign currencies for
the same purposes. Forward contracts not calling for physical delivery of the underlying instrument will be settled through cash payments
rather than through delivery of the underlying currency. All of these instruments and transactions are subject to the risk that the counterparty will default.
A "settlement hedge" or "transaction hedge" is designed to protect a fund against an adverse change in foreign currency values between the date a security denominated in a foreign currency is purchased or sold and the date on which payment is made or received.
Entering into a forward contract for the purchase or sale of the amount of foreign currency involved in an underlying security transaction
for a fixed amount of U.S. dollars "locks in" the U.S. dollar price of the security. Forward contracts to purchase or sell a foreign currency
may also be used to protect a fund in anticipation of future purchases or sales of securities denominated in foreign currency, even if the
specific investments have not yet been selected.
A fund may also use forward contracts to hedge against a decline in the value of existing investments denominated in a foreign currency. For example, if a fund owned securities denominated in pounds sterling, it could enter into a forward contract to sell pounds sterling in
return for U.S. dollars to hedge against possible declines in the pound's value. Such a hedge, sometimes referred to as a "position hedge,"
would tend to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other
factors. A fund could also attempt to hedge the position by selling another currency expected to perform similarly to the pound sterling.
This type of hedge, sometimes referred to as a "proxy hedge," could offer advantages in terms of cost, yield, or efficiency, but generally
would not hedge currency exposure as effectively as a direct hedge into U.S. dollars. Proxy hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which the hedged securities are denominated.
A fund may enter into forward contracts to shift its investment exposure from one currency into another. This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign currency to another foreign currency. This type of strategy, sometimes known as a "cross-hedge," will tend to reduce or eliminate exposure to the currency that is sold, and increase exposure to the currency that is purchased, much as if a fund had sold a security denominated in one currency and purchased an equivalent security denominated
in another. A fund may cross-hedge its U.S. dollar exposure in order to achieve a representative weighted mix of the major currencies in
its benchmark index and/or to cover an underweight country or region exposure in its portfolio. Cross-hedges protect against losses resulting from a decline in the hedged currency, but will cause a fund to assume the risk of fluctuations in the value of the currency it
purchases.
Successful use of currency management strategies will depend on an adviser's skill in analyzing currency values. Currency management strategies may substantially change a fund's investment exposure to changes in currency exchange rates and could result in losses to
a fund if currencies do not perform as an adviser anticipates. For example, if a currency's value rose at a time when a fund had hedged its
position by selling that currency in exchange for dollars, the fund would not participate in the currency's appreciation. If a fund hedges
currency exposure through proxy hedges, the fund could realize currency losses from both the hedge and the security position if the two
currencies do not move in tandem. Similarly, if a fund increases its exposure to a foreign currency and that currency's value declines, the
fund will realize a loss. Foreign currency transactions involve the risk that anticipated currency movements will not be accurately predicted and that a fund's hedging strategies will be ineffective. Moreover, it is impossible to precisely forecast the market value of portfolio securities at the expiration of a foreign currency forward contract. Accordingly, a fund may be required to buy or sell additional
currency on the spot market (and bear the expenses of such transaction), if an adviser's predictions regarding the movement of foreign
currency or securities markets prove inaccurate.
A fund may be required to limit its hedging transactions in foreign currency forwards, futures, and options in order to maintain its
classification as a "regulated investment company" under the Internal Revenue Code (Code). Hedging transactions could result in the
application of the mark-to-market provisions of the Code, which may cause an increase (or decrease) in the amount of taxable dividends
paid by a fund and could affect whether dividends paid by a fund are classified as capital gains or ordinary income. A fund will cover its
exposure to foreign currency transactions with liquid assets in compliance with applicable requirements. There is no assurance that an
adviser's use of currency management strategies will be advantageous to a fund or that it will employ currency management strategies at
appropriate times.
Options and Futures Relating to Foreign Currencies.
Currency futures contracts are similar to forward currency exchange contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date.
Most currency futures contracts call for payment or delivery in U.S. dollars. The underlying instrument of a currency option may be a
foreign currency, which generally is purchased or delivered in exchange for U.S. dollars, or may be a futures contract. The purchaser of a
currency call obtains the right to purchase the underlying currency, and the purchaser of a currency put obtains the right to sell the underlying currency.
The uses and risks of currency options and futures are similar to options and futures relating to securities or indexes, as discussed
below. A fund may purchase and sell currency futures and may purchase and write currency options to increase or decrease its exposure to
different foreign currencies. Currency options may also be purchased or written in conjunction with each other or with currency futures or
forward contracts. Currency futures and options values can be expected to correlate with exchange rates, but may not reflect other factors
that affect the value of a fund's investments. A currency hedge, for example, should protect a Yen-denominated security from a decline in
the Yen, but will not protect a fund against a price decline resulting from deterioration in the issuer's creditworthiness. Because the value
of a fund's foreign-denominated investments changes in response to many factors other than exchange rates, it may not be possible to
match the amount of currency options and futures to the value of the fund's investments exactly over time.
Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of the fund to reduce
foreign currency risk using such options.
Foreign Repurchase Agreements.
Foreign repurchase agreements involve an agreement to purchase a foreign security and to sell
that security back to the original seller at an agreed-upon price in either U.S. dollars or foreign currency. Unlike typical U.S. repurchase
agreements, foreign repurchase agreements may not be fully collateralized at all times. The value of a security purchased by a fund may
be more or less than the price at which the counterparty has agreed to repurchase the security. In the event of default by the counterparty, a
fund may suffer a loss if the value of the security purchased is less than the agreed-upon repurchase price, or if the fund is unable to
successfully assert a claim to the collateral under foreign laws. As a result, foreign repurchase agreements may involve higher credit risks
than repurchase agreements in U.S. markets, as well as risks associated with currency fluctuations. In addition, as with other emerging
market investments, repurchase agreements with counterparties located in emerging markets or relating to emerging markets may involve issuers or counterparties with lower credit ratings than typical U.S. repurchase agreements.
Funds' Rights as Investors.
Fidelity funds do not intend to direct or administer the day-to-day operations of any company. A fund
may, however, exercise its rights as a shareholder or lender and may communicate its views on important matters of policy to a company's
management, board of directors, and shareholders, and holders of a company's other securities when such matters could have a significant effect on the value of the fund's investment in the company. The activities in which a fund may engage, either individually or in
conjunction with others, may include, among others, supporting or opposing proposed changes in a company's corporate structure or
business activities; seeking changes in a company's directors or management; seeking changes in a company's direction or policies;
seeking the sale or reorganization of the company or a portion of its assets; supporting or opposing third-party takeover efforts; supporting
the filing of a bankruptcy petition; or foreclosing on collateral securing a security. This area of corporate activity is increasingly prone to
litigation and it is possible that a fund could be involved in lawsuits related to such activities. Such activities will be monitored with a
view to mitigating, to the extent possible, the risk of litigation against a fund and the risk of actual liability if a fund is involved in litigation. No guarantee can be made, however, that litigation against a fund will not be undertaken or liabilities incurred.
Futures, Options, and Swaps.
The success of any strategy involving futures, options, and swaps depends on an adviser's analysis of many
economic and mathematical factors and a fund's return may be higher if it never invested in such instruments. Additionally, some of the contracts discussed below are new instruments without a trading history and there can be no assurance that a market for the instruments will continue to exist. Government legislation or regulation could affect the use of such instruments and could limit a fund's ability to pursue its investment
strategies. If a fund invests a significant portion of its assets in derivatives, its investment exposure could far exceed the value of its portfolio
securities and its investment performance could be primarily dependent upon securities it does not own.
The requirements for qualification as a regulated investment company may limit the extent to which a fund may enter into futures,
options on futures, and forward contracts.
Futures Contracts.
In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified
future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified date. Futures contracts are
standardized, exchange-traded contracts and the price at which the purchase and sale will take place is fixed when the buyer and seller
enter into the contract. Some currently available futures contracts are based on specific securities or baskets of securities, some are based
on commodities or commodities indexes (for funds that seek commodities exposure), and some are based on indexes of securities prices
(including foreign indexes for funds that seek foreign exposure). In addition, some currently available futures contracts are based on
Eurodollars. Positions in Eurodollar futures reflect market expectations of forward levels of three-month LIBOR rates. Futures on indexes and futures not calling for physical delivery of the underlying instrument will be settled through cash payments rather than through
delivery of the underlying instrument. Futures can be held until their delivery dates, or can be closed out by offsetting purchases or sales
of futures contracts before then if a liquid market is available. A fund may realize a gain or loss by closing out its futures contracts.
The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a fund's exposure to positive and negative price fluctuations in the underlying instrument,
much as if it had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures
position will tend to move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will
tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold.
The purchaser or seller of a futures contract or an option for a futures contract is not required to deliver or pay for the underlying
instrument or the final cash settlement price, as applicable, unless the contract is held until the delivery date. However, both the purchaser
and seller are required to deposit "initial margin" with a futures broker, known as an FCM, when the contract is entered into. If the value of
either party's position declines, that party will be required to make additional "variation margin" payments to settle the change in value
on a daily basis. This process of "marking to market" will be reflected in the daily calculation of open positions computed in a fund's
NAV. The party that has a gain is entitled to receive all or a portion of this amount. Initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a fund's investment limitations. Variation margin does not represent a borrowing or loan
by a fund, but is instead a settlement between a fund and the FCM of the amount one would owe the other if the fund's contract expired. In
the event of the bankruptcy or insolvency of an FCM that holds margin on behalf of a fund, the fund may be entitled to return of margin
owed to it only in proportion to the amount received by the FCM's other customers, potentially resulting in losses to the fund. A fund is
also required to segregate liquid assets equivalent to the fund's outstanding obligations under the contract in excess of the initial margin
and variation margin, if any.
Although futures exchanges generally operate similarly in the United States and abroad, foreign futures exchanges may follow trading, settlement, and margin procedures that are different from those for U.S. exchanges. Futures contracts traded outside the United
States may not involve a clearing mechanism or related guarantees and may involve greater risk of loss than U.S.-traded contracts, including potentially greater risk of losses due to insolvency of a futures broker, exchange member, or other party that may owe initial or
variation margin to a fund. Because initial and variation margin payments may be measured in foreign currency, a futures contract traded
outside the United States may also involve the risk of foreign currency fluctuation.
There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish
daily price fluctuation limits for futures contracts, and may halt trading if a contract's price moves upward or downward more than the
limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible
to enter into new positions or close out existing positions. The daily limit governs only price movements during a particular trading day
and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing
prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses.
If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of
changes in its value. As a result, a fund's access to other assets held to cover its futures positions could also be impaired. These risks may
be heightened for commodity futures contracts, which have historically been subject to greater price volatility than exists for instruments
such as stocks and bonds.
Because there are a limited number of types of exchange-traded futures contracts, it is likely that the standardized contracts available
will not match a fund's current or anticipated investments exactly. A fund may invest in futures contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the futures
position will not track the performance of the fund's other investments.
Futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's
investments well. Futures prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way.
Imperfect correlation may also result from differing levels of demand in the futures markets and the securities markets, from structural
differences in how futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. A fund may
purchase or sell futures contracts with a greater or lesser value than the securities it wishes to hedge or intends to purchase in order to
attempt to compensate for differences in volatility between the contract and the securities, although this may not be successful in all
cases. If price changes in a fund's futures positions are poorly correlated with its other investments, the positions may fail to produce
anticipated gains or result in losses that are not offset by gains in other investments. In addition, the price of a commodity futures contract
can reflect the storage costs associated with the purchase of the physical commodity.
Futures contracts on U.S. Government securities historically have reacted to an increase or decrease in interest rates in a manner
similar to the manner in which the underlying U.S. Government securities reacted. To the extent, however, that a fund enters into such
futures contracts, the value of these futures contracts will not vary in direct proportion to the value of the fund's holdings of U.S. Government securities. Thus, the anticipated spread between the price of the futures contract and the hedged security may be distorted due to
differences in the nature of the markets. The spread also may be distorted by differences in initial and variation margin requirements, the
liquidity of such markets and the participation of speculators in such markets.
Options.
By purchasing a put option, the purchaser obtains the right (but not the obligation) to sell the option's underlying instrument
at a fixed strike price. In return for this right, the purchaser pays the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific assets or securities, baskets of assets or securities, indexes of
securities or commodities prices, and futures contracts (including commodity futures contracts). Options may be traded on an exchange
or OTC. The purchaser may terminate its position in a put option by allowing it to expire or by exercising the option. If the option is
allowed to expire, the purchaser will lose the entire premium. If the option is exercised, the purchaser completes the sale of the underlying
instrument at the strike price. Depending on the terms of the contract, upon exercise, an option may require physical delivery of the
underlying instrument or may be settled through cash payments. A purchaser may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market exists.
The buyer of a typical put option can expect to realize a gain if the underlying instrument's price falls substantially. However, if the
underlying instrument's price does not fall enough to offset the cost of purchasing the option, a put buyer can expect to suffer a loss
(limited to the amount of the premium, plus related transaction costs).
The features of call options are essentially the same as those of put options, except that the purchaser of a call option obtains the right
(but not the obligation) to purchase, rather than sell, the underlying instrument at the option's strike price. A call buyer typically attempts
to participate in potential price increases of the underlying instrument with risk limited to the cost of the option if the underlying instrument's price falls. At the same time, the buyer can expect to suffer a loss if the underlying instrument's price does not rise sufficiently to
offset the cost of the option.
The writer of a put or call option takes the opposite side of the transaction from the option's purchaser. In return for receipt of the
premium, the writer assumes the obligation to pay or receive the strike price for the option's underlying instrument if the other party to the
option chooses to exercise it. The writer may seek to terminate a position in a put option before exercise by closing out the option in the
secondary market at its current price. If the secondary market is not liquid for a put option, however, the writer must continue to be
prepared to pay the strike price while the option is outstanding, regardless of price changes. When writing an option on a futures contract,
a fund will be required to make margin payments to an FCM as described above for futures contracts.
If the underlying instrument's price rises, a put writer would generally expect to profit, although its gain would be limited to the
amount of the premium it received. If the underlying instrument's price remains the same over time, it is likely that the writer will also
profit, because it should be able to close out the option at a lower price. If the underlying instrument's price falls, the put writer would
expect to suffer a loss. This loss should be less than the loss from purchasing the underlying instrument directly, however, because the
premium received for writing the option should mitigate the effects of the decline.
Writing a call option obligates the writer to sell or deliver the option's underlying instrument or make a net cash settlement payment,
as applicable, in return for the strike price, upon exercise of the option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable strategy if prices remain the same or fall. Through receipt of the
option premium, a call writer should mitigate the effects of a price increase. At the same time, because a call writer must be prepared to
deliver the underlying instrument or make a net cash settlement payment, as applicable, in return for the strike price, even if its current
value is greater, a call writer gives up some ability to participate in security price increases.
Where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price to
close out the put or call option on the secondary market may move more or less than the price of the related security.
There is no assurance a liquid market will exist for any particular options contract at any particular time. Options may have relatively
low trading volume and liquidity if their strike prices are not close to the underlying instrument's current price. In addition, exchanges
may establish daily price fluctuation limits for exchange-traded options contracts, and may halt trading if a contract's price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt
is imposed, it may be impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid
because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a fund's access to other
assets held to cover its options positions could also be impaired.
Unlike exchange-traded options, which are standardized with respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of OTC options (options not traded on exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows the purchaser or writer greater flexibility to tailor an option to its
needs, OTC options generally are less liquid and involve greater credit risk than exchange-traded options, which are backed by the clearing organization of the exchanges where they are traded.
Combined positions involve purchasing and writing options in combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall position. For example, purchasing a put option and writing a call
option on the same underlying instrument would construct a combined position whose risk and return characteristics are similar to selling
a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a
lower price, to reduce the risk of the written call option in the event of a substantial price increase. Because combined options positions
involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.
A fund may also buy and sell options on swaps (swaptions), which are generally options on interest rate swaps. An option on a swap
gives a party the right (but not the obligation) to enter into a new swap agreement or to extend, shorten, cancel or modify an existing
contract at a specific date in the future in exchange for a premium. Depending on the terms of the particular option agreement, a fund will
generally incur a greater degree of risk when it writes (sells) an option on a swap than it will incur when it purchases an option on a swap.
When a fund purchases an option on a swap, it risks losing only the amount of the premium it has paid should it decide to let the option
expire unexercised. However, when a fund writes an option on a swap, upon exercise of the option the fund will become obligated according to the terms of the underlying agreement. A fund that writes an option on a swap receives the premium and bears the risk of unfavorable changes in the preset rate on the underlying interest rate swap. Whether a fund's use of options on swaps will be successful in furthering its investment objective will depend on the adviser's ability to predict correctly whether certain types of investments are likely to
produce greater returns than other investments. Options on swaps may involve risks similar to those discussed below in "Swap Agreements."
Because there are a limited number of types of exchange-traded options contracts, it is likely that the standardized contracts available
will not match a fund's current or anticipated investments exactly. A fund may invest in options contracts based on securities with different issuers, maturities, or other characteristics from the securities in which the fund typically invests, which involves a risk that the options position will not track the performance of the fund's other investments.
Options prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match a fund's
investments well. Options prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of
the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way.
Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from
structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading
halts. A fund may purchase or sell options contracts with a greater or lesser value than the securities it wishes to hedge or intends to
purchase in order to attempt to compensate for differences in volatility between the contract and the securities, although this may not be
successful in all cases. If price changes in a fund's options positions are poorly correlated with its other investments, the positions may fail
to produce anticipated gains or result in losses that are not offset by gains in other investments.
Swap Agreements.
Swap Agreements are two-party contracts entered into primarily by institutional investors. Cleared swaps are
transacted through futures commission merchants (FCMs) that are members of central clearinghouses with the clearinghouse serving as a
central counterparty similar to transactions in futures contracts. In a standard "swap" transaction, two parties agree to exchange one or
more payments based, for example, on the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments (such as securities, commodities, indexes, or other financial or economic interests). The gross payments to be
exchanged between the parties are calculated with respect to a notional amount, which is the predetermined dollar principal of the trade
representing the hypothetical underlying quantity upon which payment obligations are computed.
Swap agreements can take many different forms and are known by a variety of names, including interest rate swaps (where the parties
exchange a floating rate for a fixed rate), asset swaps (e.g., where parties combine the purchase or sale of a bond with an interest rate
swap), total return swaps, and credit default swaps. Depending on how they are used, swap agreements may increase or decrease the
overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap agreements are subject to liquidity risk,
meaning that a fund may be unable to sell a swap contract to a third party at a favorable price. Depending on how they are used, swap
agreements may increase or decrease the overall volatility of a fund's investments and its share price and, if applicable, its yield. Swap
agreements are subject to liquidity risk, meaning that a fund may be unable to sell a swap contract to a third party at a favorable price.
Certain standardized swap transactions are currently subject to mandatory central clearing or may be eligible for voluntary central clearing. Central clearing is expected to decrease counterparty risk and increase liquidity compared to uncleared swaps because central clearing interposes the central clearinghouse as the counterpart to each participant's swap. However, central clearing does not eliminate counterparty risk or illiquidity risk entirely. In addition depending on the size of a fund and other factors, the margin required under the rules of
a clearinghouse and by a clearing member FCM may be in excess of the collateral required to be posted by a fund to support its obligations
under a similar uncleared swap. It is expected, however, that regulators will adopt rules imposing certain margin requirements, including
minimums, on uncleared swaps in the near future, which could reduce the distinction.
A total return swap is a contract whereby one party agrees to make a series of payments to another party based on the change in the
market value of the assets underlying such contract (which can include a security or other instrument, commodity, index or baskets thereof) during the specified period. In exchange, the other party to the contract agrees to make a series of payments calculated by reference to
an interest rate and/or some other agreed-upon amount (including the change in market value of other underlying assets). A fund may use
total return swaps to gain exposure to an asset without owning it or taking physical custody of it. For example, a fund investing in total
return commodity swaps will receive the price appreciation of a commodity, commodity index or portion thereof in exchange for payment of an agreed-upon fee.
In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the credit default
protection seller. In return the credit default protection seller will make a payment to the credit default protection buyer upon the occurrence of a specified credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers or assets or index of assets,
each known as the reference entity or underlying asset. A fund may act as either the buyer or the seller of a credit default swap. A fund may
buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying assets referenced in the basket are
lower-quality debt securities. In an unhedged credit default swap, a fund buys credit default protection on a single issuer or asset, a basket
of issuers or assets or index of assets without owning the underlying asset or debt issued by the reference entity. Credit default swaps
involve greater and different risks than investing directly in the referenced asset, because, in addition to market risk, credit default swaps
include liquidity, counterparty and operational risk.
Credit default swaps allow a fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement calls for payments by a fund, the fund must be prepared to make such payments when due. If a fund is the credit default protection
seller, the fund will experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a
fund is the credit default protection buyer, the fund will be required to pay premiums to the credit default protection seller. In the case of a
physically settled credit default swap in which a fund is the protection seller, the fund must be prepared to pay par for and take possession
of debt of a defaulted issuer delivered to the fund by the credit default protection buyer. Any loss would be offset by the premium payments the fund receives as the seller of credit default protection.
If the creditworthiness of a fund's swap counterparty declines, the risk that the counterparty may not perform could increase, potentially resulting in a loss to the fund. To limit the counterparty risk involved in swap agreements, a Fidelity fund will enter into swap
agreements only with counterparties that meet certain standards of creditworthiness. Although there can be no assurance that a fund will
be able to do so, a fund may be able to reduce or eliminate its exposure under a swap agreement either by assignment or other disposition,
or by entering into an offsetting swap agreement with the same party or another creditworthy party. A fund may have limited ability to
eliminate its exposure under a credit default swap if the credit of the reference entity or underlying asset has declined.
A fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of
a swap agreement counterparty. In order to cover its outstanding obligations to a swap counterparty, a fund would generally be required to
provide margin or collateral for the benefit of that counterparty. If a counterparty to a swap transaction becomes insolvent, the fund may
be limited temporarily or permanently in exercising its right to the return of related fund assets designated as margin or collateral in an
action against the counterparty.
Swap agreements are subject to the risk that the market value of the instrument will change in a way detrimental to a fund's interest. A
fund bears the risk that an adviser will not accurately forecast market trends or the values of assets, reference rates, indexes, or other
economic factors in establishing swap positions for a fund. If an adviser attempts to use a swap as a hedge against, or as a substitute for, a
portfolio investment, a fund may be exposed to the risk that the swap will have or will develop imperfect or no correlation with the portfolio investment, which could cause substantial losses for a fund. While hedging strategies involving swap instruments can reduce the
risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in other fund
investments. Swaps are complex and often valued subjectively.
Illiquid Securities
cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may be costly to a fund.
Under the supervision of the Board of Trustees, a Fidelity fund's adviser determines the liquidity of the fund's investments and,
through reports from the fund's adviser, the Board monitors investments in illiquid securities.
Various factors may be considered in determining the liquidity of a fund's investments, including (1) the frequency and volume of trades and
quotations, (2) the number of dealers and prospective purchasers in the marketplace, (3) dealer undertakings to make a market, and (4) the
nature of the security and the market in which it trades (including any demand, put or tender features, the mechanics and other requirements for
transfer, any letters of credit or other credit enhancement features, any ratings, the number of holders, the method of soliciting offers, the time
required to dispose of the security, and the ability to assign or offset the rights and obligations of the security).
Increasing Government Debt.
The total public debt of the United States and other countries around the globe as a percent of gross
domestic product has grown rapidly since the beginning of the 2008 financial downturn. Although high debt levels do not necessarily
indicate or cause economic problems, they may create certain systemic risks if sound debt management practices are not implemented.
A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost higher and cause a
country to sell additional debt, thereby increasing refinancing risk. A high national debt also raises concerns that a government will not be able
to make principal or interest payments when they are due. In the worst case, unsustainable debt levels can decline the valuation of currencies,
and can prevent a government from implementing effective counter-cyclical fiscal policy in economic downturns.
On August 5, 2011, Standard & Poor's Ratings Services lowered its long-term sovereign credit rating on the United States one level to
"AA+" from "AAA." While Standard & Poor's Ratings Services affirmed the United States' short-term sovereign credit rating as
"A-1+," there is no guarantee that Standard & Poor's Ratings Services will not decide to lower this rating in the future. Standard & Poor's
Ratings Services stated that its decision was prompted by its view on the rising public debt burden and its perception of greater policymaking uncertainty. The market prices and yields of securities supported by the full faith and credit of the U.S. Government may be
adversely affected by Standard & Poor's Ratings Services decisions to downgrade the long-term sovereign credit rating of the United
States.
Indexed Securities
are instruments whose prices are indexed to the prices of other securities, securities indexes, or other financial
indicators. Indexed securities typically, but not always, are debt securities or deposits whose values at maturity or coupon rates are determined by reference to a specific instrument, statistic, or measure.
Indexed securities also include commercial paper, certificates of deposit, and other fixed-income securities whose values at maturity or
coupon interest rates are determined by reference to the returns of particular stock indexes. Indexed securities can be affected by stock prices as
well as changes in interest rates and the creditworthiness of their issuers and may not track the indexes as accurately as direct investments in the
indexes.
Mortgage-indexed securities, for example, could be structured to replicate the performance of mortgage securities and the characteristics of direct ownership.
Inflation-protected securities, for example, can be indexed to a measure of inflation, such as the Consumer Price Index (CPI).
Commodity-indexed securities, for example, can be indexed to a commodities index such as the Dow Jones-UBS Commodity Index Total
Return
SM
.
Gold-indexed securities typically provide for a maturity value that depends on the price of gold, resulting in a security whose price
tends to rise and fall together with gold prices.
Currency-indexed securities typically are short-term to intermediate-term debt securities whose maturity values or interest rates are
determined by reference to the values of one or more specified foreign currencies, and may offer higher yields than U.S. dollar-denominated securities. Currency-indexed securities may be positively or negatively indexed; that is, their maturity value may increase
when the specified currency value increases, resulting in a security that performs similarly to a foreign-denominated instrument, or their
maturity value may decline when foreign currencies increase, resulting in a security whose price characteristics are similar to a put on the
underlying currency. Currency-indexed securities may also have prices that depend on the values of a number of different foreign currencies relative to each other.
The performance of indexed securities depends to a great extent on the performance of the instrument or measure to which they are
indexed, and may also be influenced by interest rate changes in the United States and abroad. Indexed securities may be more volatile
than the underlying instruments or measures. Indexed securities are also subject to the credit risks associated with the issuer of the security, and their values may decline substantially if the issuer's creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations, and certain U.S. Government agencies. In calculating a fund's dividends, index-based adjustments may be
considered income.
Insolvency of Issuers, Counterparties, and Intermediaries.
Issuers of fund portfolio securities or counterparties to fund transactions that become insolvent or declare bankruptcy can pose special investment risks. In each circumstance, risk of loss, valuation uncertainty, increased illiquidity, and other unpredictable occurrences may negatively impact an investment. Each of these risks may be amplified in foreign markets, where security trading, settlement, and custodial practices can be less developed than those in the U.S. markets,
and bankruptcy laws differ from those of the U.S.
As a general matter, if the issuer of a fund portfolio security is liquidated or declares bankruptcy, the claims of owners of bonds and
preferred stock have priority over the claims of common stock owners. These events can negatively impact the value of the issuer's
securities and the results of related proceedings can be unpredictable.
If a counterparty to a fund transaction, such as a swap transaction, a short sale, a borrowing, or other complex transaction becomes
insolvent, the fund may be limited in its ability to exercise rights to obtain the return of related fund assets or in exercising other rights
against the counterparty. In addition, insolvency and liquidation proceedings take time to resolve, which can limit or preclude a fund's
ability to terminate a transaction or obtain related assets or collateral in a timely fashion. Uncertainty may also arise upon the insolvency
of a securities or commodities intermediary such as a broker-dealer or futures commission merchant with which a fund has pending
transactions. If an intermediary becomes insolvent, while securities positions and other holdings may be protected by U.S. or foreign
laws, it is sometimes difficult to determine whether these protections are available to specific trades based on the circumstances. Receiving the benefit of these protections can also take time to resolve, which may result in illiquid positions.
Interfund Borrowing and Lending Program.
Pursuant to an exemptive order issued by the SEC, a Fidelity fund may lend money to,
and borrow money from, other funds advised by FMR or its affiliates.
A Fidelity fund will borrow through the program only when the costs are equal to or lower than the costs of bank loans. A Fidelity fund
will lend through the program only when the returns are higher than those available from an investment in repurchase agreements. Interfund loans and borrowings normally extend overnight, but can have a maximum duration of seven days. Loans may be called on one day's
notice. A Fidelity fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity or additional borrowing costs.
Investment-Grade Debt Securities.
Investment-grade debt securities include all types of debt instruments that are of medium and
high-quality. Investment-grade debt securities include repurchase agreements collateralized by U.S. Government securities as well as
repurchase agreements collateralized by equity securities, non-investment-grade debt, and all other instruments in which a fund can
perfect a security interest, provided the repurchase agreement counterparty has an investment-grade rating. Some investment-grade debt
securities may possess speculative characteristics and may be more sensitive to economic changes and to changes in the financial conditions of issuers. An investment-grade rating means the security or issuer is rated investment-grade by a credit rating agency registered as a
nationally recognized statistical rating organization (NRSRO) with the SEC (for example, Moody's Investors Service, Inc.), or is unrated
but considered to be of equivalent quality by a fund's adviser. For purposes of determining the maximum maturity of an investment-grade
debt security, an adviser may take into account normal settlement periods.
Investment in Wholly-Owned Subsidiary.
Fidelity
®
Series Commodity Strategy Fund may invest up to 25% of its assets in a
wholly-owned subsidiary organized under the laws of the Cayman Islands (Subsidiary).
Fidelity
®
Series Commodity Strategy Fund wholly owns and controls the Subsidiary, and the fund and the Subsidiary are both managed by FMR. Unlike the fund, the Subsidiary is not registered under the 1940 Act and therefore is not subject to the investor protections
of the 1940 Act. The Subsidiary is expected to invest primarily in commodity-linked derivative investments. As a result, the Subsidiary is
subject to risks similar to those of the fund, including the risks of investing in derivatives and commodity-linked investing in general.
By investing in the Subsidiary, Fidelity Series Commodity Strategy Fund may gain exposure to commodities within the limits of
Subchapter M of the Internal Revenue Code. Subchapter M requires, among other things, that a fund derive at least 90% of gross income
from dividends, interest, and gains from the sale of securities (typically referred to as "qualifying income"). Although income from investment in commodities typically is not "qualifying income," the fund relies on a private letter ruling received by other Fidelity funds
from the Internal Revenue Service ruling that income from investment in the Subsidiary will constitute "qualifying income" under Subchapter M. Changes in U.S. or Cayman Islands laws could cause investments in the Subsidiary to fail to work as expected.
Investments by Funds of Funds or Other Large Shareholders.
Certain Fidelity funds and accounts (including funds of funds) invest in other funds and may at times have substantial investments in one or more other funds.
A fund may experience large redemptions or investments due to transactions in fund shares by funds of funds, other large shareholders, or similarly managed accounts. While it is impossible to predict the overall effect of these transactions over time, there could be an
adverse impact on a fund's performance. In the event of such redemptions or investments, a fund could be required to sell securities or to
invest cash at a time when it may not otherwise desire to do so. Such transactions may increase a fund's brokerage and/or other transaction
costs. In addition, when funds of funds or other investors own a substantial portion of a fund's shares, a large redemption by a fund of
funds could cause actual expenses to increase, or could result in the fund's current expenses being allocated over a smaller asset base,
leading to an increase in the fund's expense ratio. Redemptions of fund shares could also accelerate the realization of taxable capital gains
in the fund if sales of securities result in capital gains. The impact of these transactions is likely to be greater when a fund of funds or other
significant investor purchases, redeems, or owns a substantial portion of the fund's shares.
When possible, Fidelity will consider how to minimize these potential adverse effects, and may take such actions as it deems appropriate to address potential adverse effects, including redemption of shares in-kind rather than in cash or carrying out the transactions
over a period of time, although there can be no assurance that such actions will be successful.
Loans and Other Direct Debt Instruments.
Direct debt instruments are interests in amounts owed by a corporate, governmental, or
other borrower to lenders or lending syndicates (loans and loan participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve a risk of loss in case of default or insolvency of the borrower and may
offer less legal protection to the purchaser in the event of fraud or misrepresentation, or there may be a requirement that a fund supply
additional cash to a borrower on demand. A fund may acquire loans by buying an assignment of all or a portion of the loan from a lender or
by purchasing a loan participation from a lender or other purchaser of a participation. Fidelity Series Emerging Markets Debt Fund and
Fidelity Series Floating Rate High Income Fund also may acquire loans directly at the time of the loan's closing.
Lenders and purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for
payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the instrument may be
adversely affected. Loans that are fully secured provide more protections than an unsecured loan in the event of failure to make scheduled
interest or principal payments. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only a
small fraction of the amount owed. Direct indebtedness of foreign countries also involves a risk that the governmental entities responsible for
the repayment of the debt may be unable, or unwilling, to pay interest and repay principal when due.
Direct lending and investments in loans through direct assignment of a financial institution's interests with respect to a loan may
involve additional risks. For example, if a loan is foreclosed, the lender/purchaser could become part owner of any collateral, and would
bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging
legal theories of lender liability, a purchaser could be held liable as a co-lender. Direct debt instruments may also involve a risk of insolvency of the lending bank or other intermediary.
A loan is often administered by a bank or other financial institution that acts as agent for all holders. The agent administers the terms of the
loan, as specified in the loan agreement. Unless, under the terms of the loan or other indebtedness, the purchaser has direct recourse against the
borrower, the purchaser may have to rely on the agent to apply appropriate credit remedies against a borrower. If assets held by the agent for the
benefit of a purchaser were determined to be subject to the claims of the agent's general creditors, the purchaser might incur certain costs and
delays in realizing payment on the loan or loan participation and could suffer a loss of principal or interest.
Direct indebtedness may include letters of credit, revolving credit facilities, or other standby financing commitments that obligate
lenders/purchasers to make additional cash payments on demand. These commitments may have the effect of requiring a lender/purchaser to increase its investment in a borrower at a time when it would not otherwise have done so, even if the borrower's condition
makes it unlikely that the amount will ever be repaid.
For a Fidelity fund that limits the amount of total assets that it will invest in any one issuer or in issuers within the same industry, the
fund generally will treat the borrower as the "issuer" of indebtedness held by the fund. In the case of loan participations where a bank or
other lending institution serves as financial intermediary between a fund and the borrower, if the participation does not shift to the fund
the direct debtor-creditor relationship with the borrower, SEC interpretations require a fund, in appropriate circumstances, to treat both
the lending bank or other lending institution and the borrower as "issuers" for these purposes. Treating a financial intermediary as an
issuer of indebtedness may restrict a fund's ability to invest in indebtedness related to a single financial intermediary, or a group of intermediaries engaged in the same industry, even if the underlying borrowers represent many different companies and industries.
Lower-Quality Debt Securities.
Lower-quality debt securities include all types of debt instruments that have poor protection with
respect to the payment of interest and repayment of principal, or may be in default. These securities are often considered to be speculative
and involve greater risk of loss or price changes due to changes in the issuer's capacity to pay. The market prices of lower-quality debt
securities may fluctuate more than those of higher-quality debt securities and may decline significantly in periods of general economic
difficulty, which may follow periods of rising interest rates.
The market for lower-quality debt securities may be thinner and less active than that for higher-quality debt securities, which can
adversely affect the prices at which the former are sold. Adverse publicity and changing investor perceptions may affect the liquidity of
lower-quality debt securities and the ability of outside pricing services to value lower-quality debt securities.
Because the risk of default is higher for lower-quality debt securities, research and credit analysis are an especially important part of managing securities of this type. Such analysis may focus on relative values based on factors such as interest or dividend coverage, asset coverage,
earnings prospects, and the experience and managerial strength of the issuer, in an attempt to identify those issuers of high-yielding securities
whose financial condition is adequate to meet future obligations, has improved, or is expected to improve in the future.
A fund may choose, at its expense or in conjunction with others, to pursue litigation or otherwise to exercise its rights as a security
holder to seek to protect the interests of security holders if it determines this to be in the best interest of the fund's shareholders.
Money Market Securities
are high-quality, short-term obligations. Money market securities may be structured to be, or may employ
a trust or other form so that they are, eligible investments for money market funds. For example, put features can be used to modify the
maturity of a security or interest rate adjustment features can be used to enhance price stability. If a structure fails to function as intended,
adverse tax or investment consequences may result. Neither the Internal Revenue Service (IRS) nor any other regulatory authority has
ruled definitively on certain legal issues presented by certain structured securities. Future tax or other regulatory determinations could
adversely affect the value, liquidity, or tax treatment of the income received from these securities or the nature and timing of distributions
made by a fund.
Mortgage Securities
are issued by government and non-government entities such as banks, mortgage lenders, or other institutions. A
mortgage security is an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of
mortgages. Some mortgage securities, such as collateralized mortgage obligations (or "CMOs"), make payments of both principal and
interest at a range of specified intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond). Mortgage securities are based on different types of mortgages, including those on commercial real estate or
residential properties. Stripped mortgage securities are created when the interest and principal components of a mortgage security are
separated and sold as individual securities. In the case of a stripped mortgage security, the holder of the "principal-only" security (PO)
receives the principal payments made by the underlying mortgage, while the holder of the "interest-only" security (IO) receives interest
payments from the same underlying mortgage.
Fannie Maes and Freddie Macs are pass-through securities issued by Fannie Mae and Freddie Mac, respectively. Fannie Mae and
Freddie Mac, which guarantee payment of interest and repayment of principal on Fannie Maes and Freddie Macs, respectively, are federally chartered corporations supervised by the U.S. Government that act as governmental instrumentalities under authority granted by
Congress. Fannie Mae and Freddie Mac are authorized to borrow from the U.S. Treasury to meet their obligations. Fannie Maes and
Freddie Macs are not backed by the full faith and credit of the U.S. Government.
The value of mortgage securities may change due to shifts in the market's perception of issuers and changes in interest rates. In addition, regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non-government mortgage securities
may offer higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage securities are subject to prepayment risk, which is the risk that early principal payments made on the underlying mortgages, usually in response to a reduction in interest rates, will result in the return of principal to the investor, causing it to be invested
subsequently at a lower current interest rate. Alternatively, in a rising interest rate environment, mortgage security values may be adversely affected when prepayments on underlying mortgages do not occur as anticipated, resulting in the extension of the security's effective maturity and the related increase in interest rate sensitivity of a longer-term instrument. The prices of stripped mortgage securities
tend to be more volatile in response to changes in interest rates than those of non-stripped mortgage securities.
A fund may seek to earn additional income by using a trading strategy (commonly known as "mortgage dollar rolls" or "reverse mortgage
dollar rolls") that involves selling (or buying) mortgage securities, realizing a gain or loss, and simultaneously agreeing to purchase (or sell)
mortgage securities on a later date at a set price. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund
will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities that
are permissible investments for the fund. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll transaction, a fund is entitled to interest and principal payments on the securities purchased. Losses may arise due to changes in the value of the
securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, a fund's right to repurchase or sell securities may be limited. This trading strategy may increase interest rate exposure and result in an
increased portfolio turnover rate which increases costs and may increase taxable gains.
Municipal Securities
are issued to raise money for a variety of public or private purposes, including general financing for state and
local governments, or financing for specific projects or public facilities. They may be issued in anticipation of future revenues and may be
backed by the full taxing power of a municipality, the revenues from a specific project, or the credit of a private organization. The value of
some or all municipal securities may be affected by uncertainties in the municipal market related to legislation or litigation involving the
taxation of municipal securities or the rights of municipal securities holders. A municipal security may be owned directly or through a
participation interest.
NRSROs.
The Board of Trustees has designated each of the following nationally recognized statistical rating organizations
(NRSROs) as a "designated NRSRO" pursuant to Rule 2a-7 under the 1940 Act: DBRS Ltd.; Fitch, Inc.; Moody's Investors Service, Inc.;
and Standard & Poor's Ratings Services.
Precious Metals.
Precious metals, such as gold, silver, platinum, and palladium, at times have been subject to substantial price fluctuations over short periods of time and may be affected by unpredictable monetary and political policies such as currency devaluations or
revaluations, economic and social conditions within a country, trade imbalances, or trade or currency restrictions between countries. The
prices of gold and other precious metals, however, are less subject to local and company-specific factors than securities of individual
companies. As a result, precious metals may be more or less volatile in price than securities of companies engaged in precious metals-related businesses. Investments in precious metals can present concerns such as delivery, storage and maintenance, possible illiquidity, and
the unavailability of accurate market valuations. Although precious metals can be purchased in any form, including bullion and coins, a
Fidelity fund intends to purchase only those forms of precious metals that are readily marketable and that can be stored in accordance
with custody regulations applicable to mutual funds. A fund may incur higher custody and transaction costs for precious metals than for
securities. Also, precious metals investments do not pay income.
For a fund to qualify as a regulated investment company under current federal tax law, gains from selling precious metals may not
exceed 10% of the fund's gross income for its taxable year. This tax requirement could cause a fund to hold or sell precious metals or
securities when it would not otherwise do so.
Preferred Securities
represent an equity or ownership interest in an issuer that pays dividends at a specified rate and that has precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the claims of owners of
bonds take precedence over the claims of those who own preferred and common stock.
Put Features
entitle the holder to sell a security back to the issuer or a third party at any time or at specified intervals. In exchange for
this benefit, a fund may accept a lower interest rate. Securities with put features are subject to the risk that the put provider is unable to
honor the put feature (purchase the security). Put providers often support their ability to buy securities on demand by obtaining letters of
credit or other guarantees from other entities. Demand features, standby commitments, and tender options are types of put features.
Real Estate Investment Trusts.
Equity real estate investment trusts own real estate properties, while mortgage real estate investment
trusts make construction, development, and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, and tax and regulatory requirements, such as
those relating to the environment. Both types of trusts are dependent upon management skill, are not diversified, and are subject to heavy
cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for tax-free status of income under
the Internal Revenue Code and failing to maintain exemption from the 1940 Act.
Real estate investment trusts issue debt securities to fund the purchase and/or development of commercial properties. The value of
these debt securities may be affected by changes in the value of the underlying property owned by the trusts, the creditworthiness of the
trusts, interest rates, and tax and regulatory requirements. Real estate investment trusts are dependent upon management skill and the
cash flow generated by the properties owned by the trusts. Real estate investment trusts are at the risk of the possibility of failing to qualify
for tax-free status of income under the Internal Revenue Code and failing to maintain exemption from the 1940 Act.
Reforms and Government Intervention in the Financial Markets.
Economic downturns can trigger various economic, legal, budgetary, tax, and regulatory reforms across the globe. Instability in the financial markets in the wake of the 2008 economic downturn led
the U.S. Government and other governments to take a number of unprecedented actions designed to support certain financial institutions
and segments of the financial markets that experienced extreme volatility, and in some cases, a lack of liquidity. Reforms are ongoing and
their effects are uncertain. Federal, state, local, foreign, and other governments, their regulatory agencies, or self-regulatory organizations may take actions that affect the regulation of the instruments in which a fund invests, or the issuers of such instruments, in ways that
are unforeseeable. Reforms may also change the way in which a fund is regulated and could limit or preclude a fund's ability to achieve its
investment objective or engage in certain strategies. Also, while reforms generally are intended to strengthen markets, systems, and
public finances, they could affect fund expenses and the value of fund investments.
The value of a fund's holdings is also generally subject to the risk of future local, national, or global economic disturbances based on
unknown weaknesses in the markets in which a fund invests. In the event of such a disturbance, the issuers of securities held by a fund may
experience significant declines in the value of their assets and even cease operations, or may receive government assistance accompanied
by increased restrictions on their business operations or other government intervention. In addition, it is not certain that the U.S. Government or foreign governments will intervene in response to a future market disturbance and the effect of any such future intervention
cannot be predicted.
Repurchase Agreements
involve an agreement to purchase a security and to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an agreed-upon incremental amount which is unrelated to the coupon rate or maturity of
the purchased security. As protection against the risk that the original seller will not fulfill its obligation, the securities are held in a separate
account at a bank, marked-to-market daily, and maintained at a value at least equal to the sale price plus the accrued incremental amount. The
value of the security purchased may be more or less than the price at which the counterparty has agreed to purchase the security. In addition,
delays or losses could result if the other party to the agreement defaults or becomes insolvent. A fund may be limited in its ability to exercise its
right to liquidate assets related to a repurchase agreement with an insolvent counterparty. A Fidelity fund may engage in repurchase agreement
transactions with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser.
Restricted Securities
are subject to legal restrictions on their sale. Difficulty in selling securities may result in a loss or be costly to a
fund. Restricted securities generally can be sold in privately negotiated transactions, pursuant to an exemption from registration under
the 1933 Act, or in a registered public offering. Where registration is required, the holder of a registered security may be obligated to pay
all or part of the registration expense and a considerable period may elapse between the time it decides to seek registration and the time it
may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to
develop, the holder might obtain a less favorable price than prevailed when it decided to seek registration of the security.
Reverse Repurchase Agreements.
In a reverse repurchase agreement, a fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that security at an agreed-upon price and time. A Fidelity fund may enter into
reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by the fund's adviser. Such
transactions may increase fluctuations in the market value of a fund's assets and, if applicable, a fund's yield, and may be viewed as a
form of leverage.
Securities Lending.
A Fidelity fund may lend securities to parties such as broker-dealers or other institutions, including an affiliate.
Securities lending allows a fund to retain ownership of the securities loaned and, at the same time, earn additional income. The borrower provides the fund with collateral in an amount at least equal to the value of the securities loaned. The fund seeks to maintain the
ability to obtain the right to vote or consent on proxy proposals involving material events affecting securities loaned. If the borrower
defaults on its obligation to return the securities loaned because of insolvency or other reasons, a fund could experience delays and costs
in recovering the securities loaned or in gaining access to the collateral. These delays and costs could be greater for foreign securities. If a
fund is not able to recover the securities loaned, the fund may sell the collateral and purchase a replacement investment in the market. The
value of the collateral could decrease below the value of the replacement investment by the time the replacement investment is purchased. For a Fidelity fund, loans will be made only to parties deemed by the fund's adviser to be in good standing and when, in the
adviser's judgment, the income earned would justify the risks.
Cash received as collateral through loan transactions may be invested in other eligible securities, including shares of a money market
fund. Investing this cash subjects that investment, as well as the securities loaned, to market appreciation or depreciation.
Securities of Other Investment Companies,
including shares of closed-end investment companies (which include business development companies (BDCs)), unit investment trusts, and open-end investment companies, represent interests in professionally managed
portfolios that may invest in any type of instrument. Investing in other investment companies involves substantially the same risks as
investing directly in the underlying instruments, but may involve additional expenses at the underlying investment company-level, such
as portfolio management fees and operating expenses. Fees and expenses incurred indirectly by a fund as a result of its investment in
shares of one or more other investment companies generally are referred to as "acquired fund fees and expenses" and may appear as a
separate line item in a fund's prospectus fee table. For certain investment companies, such as BDCs, these expenses may be significant.
Certain types of investment companies, such as closed-end investment companies, issue a fixed number of shares that trade on a stock
exchange or over-the-counter at a premium or a discount to their NAV. Others are continuously offered at NAV, but may also be traded in
the secondary market.
The securities of closed-end funds may be leveraged. As a result, a fund may be indirectly exposed to leverage through an investment in
such securities. An investment in securities of closed-end funds that use leverage may expose a fund to higher volatility in the market value of
such securities and the possibility that the fund's long-term returns on such securities will be diminished.
The extent to which a fund can invest in securities of other investment companies may be limited by federal securities laws.
Short Sales "Against the Box"
are short sales of securities that a fund owns or has the right to obtain (equivalent in kind or amount to
the securities sold short). If a fund enters into a short sale against the box, it will be required to set aside securities equivalent in kind and
amount to the securities sold short (or securities convertible or exchangeable into such securities) and will be required to hold such securities while the short sale is outstanding.
Short sales against the box could be used to protect the NAV of a money market fund in anticipation of increased interest rates, without
sacrificing the current yield of the securities sold short. A money market fund will incur transaction costs in connection with opening and
closing short sales against the box. A fund (other than a money market fund) will incur transaction costs, including interest expenses, in
connection with opening, maintaining, and closing short sales against the box.
Short Sales.
Stocks underlying a fund's convertible security holdings can be sold short. For example, if a fund's adviser anticipates a
decline in the price of the stock underlying a convertible security held by the fund, it may sell the stock short. If the stock price subsequently declines, the proceeds of the short sale could be expected to offset all or a portion of the effect of the stock's decline on the value of
the convertible security. Fidelity funds that employ this strategy generally intend to hedge no more than 15% of total assets with short
sales on equity securities underlying convertible security holdings under normal circumstances.
A fund will be required to set aside securities equivalent in kind and amount to those sold short (or securities convertible or exchangeable into such securities) and will be required to hold them aside while the short sale is outstanding. A fund will incur transaction costs,
including interest expenses, in connection with opening, maintaining, and closing short sales.
Sources of Liquidity or Credit Support.
Issuers may employ various forms of credit and liquidity enhancements, including letters of
credit, guarantees, swaps, puts, and demand features, and insurance provided by domestic or foreign entities such as banks and other
financial institutions.
An adviser and its affiliates may rely on their evaluation of the credit of the issuer or the credit of the liquidity or credit enhancement
provider in determining whether to purchase or hold a security supported by such enhancement. In addition, an adviser and its affiliates
may rely on their evaluation of the credit of the issuer or the credit of the liquidity or credit enhancement provider for purposes of making
initial and ongoing minimal credit risk determinations for a money market fund. In evaluating the credit of a foreign bank or other foreign
entities, factors considered may include whether adequate public information about the entity is available and whether the entity may be
subject to unfavorable political or economic developments, currency controls, or other government restrictions that might affect its ability to honor its commitment. Changes in the credit quality of the issuer and/or entity providing the enhancement could affect the value of
the security or a fund's share price.
Sovereign Debt Obligations
are issued or guaranteed by foreign governments or their agencies, including debt of Latin American nations
or other developing countries. Sovereign debt may be in the form of conventional securities or other types of debt instruments such as loans or
loan participations. Sovereign debt of developing countries may involve a high degree of risk, and may be in default or present the risk of
default. Governmental entities responsible for repayment of the debt may be unable or unwilling to repay principal and pay interest when due,
and may require renegotiation or rescheduling of debt payments. In addition, prospects for repayment of principal and payment of interest may
depend on political as well as economic factors. Although some sovereign debt, such as Brady Bonds, is collateralized by U.S. Government
securities, repayment of principal and payment of interest is not guaranteed by the U.S. Government.
Stripped Securities
are the separate income or principal components of a debt security. The risks associated with stripped securities
are similar to those of other debt securities, although stripped securities may be more volatile, and the value of certain types of stripped
securities may move in the same direction as interest rates. U.S. Treasury securities that have been stripped by a Federal Reserve Bank are
obligations issued by the U.S. Treasury.
Privately stripped government securities are created when a dealer deposits a U.S. Treasury security or other U.S. Government security with a custodian for safekeeping. The custodian issues separate receipts for the coupon payments and the principal payment, which the
dealer then sells.
Because the SEC does not consider privately stripped government securities to be U.S. Government securities for purposes of
Rule 2a-7, a fund must evaluate them as it would non-government securities pursuant to regulatory guidelines applicable to money market funds.
Structured Securities
(also called "structured notes") are derivative debt securities, the interest rate on or principal of which is determined by an unrelated indicator. The value of the interest rate on and/or the principal of structured securities is determined by reference to
changes in the value of a reference instrument (
e.g.,
a security or other financial instrument, asset, currency, interest rate, commodity, or
index) or the relative change in two or more reference instruments. A structured security may be positively, negatively, or both positively
and negatively indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value or interest rate may increase or decrease if the value of the reference instrument decreases. Further, the change in the
principal amount payable with respect to, or the interest rate of, a structured security may be calculated as a multiple of the percentage
change (positive or negative) in the value of the underlying reference instrument(s); therefore, the value of such structured security may
be very volatile. Structured securities may entail a greater degree of market risk than other types of debt securities because the investor
bears the risk of the reference instrument. Structured securities may also be more volatile, less liquid, and more difficult to accurately
price than less complex securities or more traditional debt securities. In addition, because structured securities generally are traded over-the-counter, structured securities are subject to the creditworthiness of the counterparty of the structured security, and their values may
decline substantially if the counterparty's creditworthiness deteriorates.
Commodity-linked notes are a type of structured note. Commodity-linked notes are privately negotiated structured debt securities
indexed to the return of an index such as the Dow Jones-UBS Commodity Index Total Return, which is representative of the commodities
market. They are available from a limited number of approved counterparties, and all invested amounts are exposed to the dealer's credit
risk. Commodity-linked notes may be leveraged. For example, if a fund invests $100 in a three-times leveraged commodity-linked note,
it will exchange $100 principal with the dealer to obtain $300 exposure to the commodities market because the value of the note will
change by a magnitude of three for every percentage change (positive or negative) in the value of the underlying index. This means a $100
note may be worth $70 if the commodity index decreased by 10 percent.
Temporary Defensive Policies.
In response to market, economic, political, or other conditions, a fund may temporarily use a different investment strategy for defensive purposes. If a fund does so, different factors could affect the fund's performance and the fund may not achieve its investment objective.
Transfer Agent Bank Accounts.
Proceeds from shareholder purchases of a Fidelity fund may pass through a series of demand deposit
bank accounts before being held at the fund's custodian. Redemption proceeds may pass from the custodian to the shareholder through a
similar series of bank accounts.
If a bank account is registered to the transfer agent or an affiliate, who acts as an agent for the funds when opening, closing, and
conducting business in the bank account, the transfer agent or an affiliate may invest overnight balances in the account in repurchase
agreements. Any balances that are not invested in repurchase agreements remain in the bank account overnight. Any risks associated with
such an account are investment risks of the funds. A fund faces the risk of loss of these balances if the bank becomes insolvent.
Variable and Floating Rate Securities
provide for periodic adjustments in the interest rate paid on the security. Variable rate securities provide for a specified periodic adjustment in the interest rate, while floating rate securities have interest rates that change whenever
there is a change in a designated benchmark rate or the issuer's credit quality, sometimes subject to a cap or floor on such rate. Some
variable or floating rate securities are structured with put features that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial intermediaries. For purposes of determining the maximum maturity of a variable or floating rate security, a fund's adviser may take into account normal settlement periods.
Warrants.
Warrants are instruments which entitle the holder to buy an equity security at a specific price for a specific period of time.
Changes in the value of a warrant do not necessarily correspond to changes in the value of its underlying security. The price of a warrant
may be more volatile than the price of its underlying security, and a warrant may offer greater potential for capital appreciation as well as
capital loss.
Warrants do not entitle a holder to dividends or voting rights with respect to the underlying security and do not represent any rights in
the assets of the issuing company. A warrant ceases to have value if it is not exercised prior to its expiration date. These factors can make
warrants more speculative than other types of investments.
When-Issued and Forward Purchase or Sale Transactions
involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Typically,
no interest accrues to the purchaser until the security is delivered.
When purchasing securities pursuant to one of these transactions, the purchaser assumes the rights and risks of ownership, including
the risks of price and yield fluctuations and the risk that the security will not be issued as anticipated. Because payment for the securities is
not required until the delivery date, these risks are in addition to the risks associated with a fund's investments. If a fund remains substantially fully invested at a time when a purchase is outstanding, the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not participate in further gains or losses with respect to the security. If the
other party to a delayed-delivery transaction fails to deliver or pay for the securities, a fund could miss a favorable price or yield opportunity or suffer a loss.
A fund may renegotiate a when-issued or forward transaction and may sell the underlying securities before delivery, which may result
in capital gains or losses for the fund.
A fund may also engage in purchases or sales of "to be announced" or "TBA" securities, which usually are transactions in which a
fund buys or sells mortgage-backed securities on a forward commitment basis. A TBA transaction typically does not designate the actual
security to be delivered and only includes an approximate principal amount. TBA trades can be used by a fund for investment purposes in
order to gain exposure to certain securities, or for hedging purposes to adjust the risk exposure of a fund portfolio without having to
restructure a portfolio. Purchases and sales of TBA securities involve risks similar to those discussed above for other when-issued and
forward purchase and sale transactions. In addition, when a fund sells TBA securities, it incurs risks similar to those incurred in short
sales. For example, when a fund sells TBA securities without owning or having the right to obtain the deliverable securities, it incurs a
risk of loss because it could have to purchase the securities at a price that is higher than the price at which it sold them. Also, a fund may be
unable to purchase the deliverable securities if the corresponding market is illiquid. In such transactions, the fund will set aside liquid
assets in an amount sufficient to offset its exposure as long as the fund's obligations are outstanding.
Zero Coupon Bonds
do not make interest payments; instead, they are sold at a discount from their face value and are redeemed at face
value when they mature. Because zero coupon bonds do not pay current income, their prices can be more volatile than other types of
fixed-income securities when interest rates change. In calculating a fund's dividend, a portion of the difference between a zero coupon
bond's purchase price and its face value is considered income.
SPECIAL
GEOGRAPHIC
CONSIDERATIONS
Emerging Markets.
Investing in companies domiciled in emerging market countries may be subject to potentially higher risks than
investments in developed countries. These risks include: (i) less social, political, and economic stability; (ii) greater illiquidity and price
volatility due to smaller or limited local capital markets for such securities, or low or non-existent trading volumes; (iii) foreign exchanges and broker-dealers may be subject to less scrutiny and regulation by local authorities; (iv) local governments may decide to seize
or confiscate securities held by foreign investors and/or local governments may decide to suspend or limit an issuer's ability to make
dividend or interest payments; (v) local governments may limit or entirely restrict repatriation of invested capital, profits, and dividends;
(vi) capital gains may be subject to local taxation, including on a retroactive basis; (vii) issuers facing restrictions on dollar or euro payments imposed by local governments may attempt to make dividend or interest payments to foreign investors in the local currency; (viii)
investors may experience difficulty in enforcing legal claims related to the securities and/or local judges may favor the interests of the
issuer over those of foreign investors; (ix) bankruptcy judgments may only be permitted to be paid in the local currency; (x) limited public
information regarding the issuer may result in greater difficulty in determining market valuations of the securities, and (xi) infrequent
financial reporting, substandard disclosure, and differences in accounting standards may make it difficult to ascertain the financial health
of an issuer. In addition, unlike developed countries, many emerging countries' economic growth highly depends on exports and inflows
of external capital, making them more vulnerable to the downturns of the world economy. The recent global financial crisis weakened the
global demand for their exports and tightened international credit supplies and, as a result, many emerging countries faced significant
economic difficulties and some countries fell into recession.
Many emerging market countries suffer from uncertainty and corruption in their legal frameworks. Legislation may be difficult to
interpret and laws may be too new to provide any precedential value. Laws regarding foreign investment and private property may be
weak or non-existent. Sudden changes in governments may result in policies that are less favorable to investors such as policies designed
to expropriate or nationalize "sovereign" assets. Certain emerging market countries in the past have expropriated large amounts of private property, in many cases with little or no compensation, and there can be no assurance that such expropriation will not occur in the
future.
Many emerging market countries in which a fund may invest lack the social, political, and economic stability characteristic of the U.S.
Political instability among emerging market countries can be common and may be caused by an uneven distribution of wealth, social unrest,
labor strikes, civil wars, and religious oppression. Economic instability in emerging market countries may take the form of: (i) high interest
rates; (ii) high levels of inflation, including hyperinflation; (iii) high levels of unemployment or underemployment; (iv) changes in government
economic and tax policies, including confiscatory taxation (or taxes on foreign investments); and (v) imposition of trade barriers.
Currencies of emerging market countries are subject to significantly greater risks than currencies of developed countries. Some
emerging market currencies may not be internationally traded or may be subject to strict controls by local governments, resulting in
undervalued or overvalued currencies. Some emerging market countries have experienced balance of payment deficits and shortages in
foreign exchange reserves. As a result, some governments have responded by restricting currency conversions. Future restrictive exchange controls could prevent or restrict a company's ability to make dividend or interest payments in the original currency of the obligation (usually U.S. dollars). In addition, even though the currencies of some emerging market countries may be convertible into U.S.
dollars, the conversion rates may be artificial to their actual market values.
Governments of many emerging market countries have become overly reliant on the international capital markets and other forms of
foreign credit to finance large public spending programs which cause huge budget deficits. Often, interest payments have become too
overwhelming for these governments to meet, as these payments may represent a large percentage of a country's total GDP. Accordingly,
these foreign obligations have become the subject of political debate and served as fuel for political parties of the opposition, which
pressure governments not to make payments to foreign creditors, but instead to use these funds for social programs. Either due to an
inability to pay or submission to political pressure, the governments have been forced to seek a restructuring of their loan and/or bond
obligations, have declared a temporary suspension of interest payments, or have defaulted on their outstanding debt obligations. These
events have adversely affected the values of securities issued by the governments and corporations domiciled in these emerging market
countries and have negatively affected not only their cost of borrowing, but their ability to borrow in the future as well.
In addition to their over-reliance on international capital markets, many emerging economies are also highly dependent on international trade and exports, including exports of oil and other commodities. As a result, these economies are particularly vulnerable to downturns of the world economy. The recent global financial crisis tightened international credit supplies and weakened global demand for
their exports and, as a result, certain of these economies faced significant difficulties and some economies fell into recession. Although
certain economies in emerging market countries have recently shown signs of recovery from this recession, such recovery, if sustained,
may be gradual. The reduced demand for exports and lack of available capital for investment resulting from the European crisis and
weakened global economy may limit recovery by emerging market countries.
Canada.
Political.
Canada's parliamentary system of government is, in general, stable. Quebec does have a "separatist" opposition party
whose objective is to achieve sovereignty and increased self-governing legal and financial powers for the province. To date, referendums
on Quebec sovereignty have been defeated. If a referendum about the independence of Quebec were successful, the Canadian federal
government may be obliged to negotiate with Quebec.
Economic.
Canada is a major producer of commodities such as forest products, metals, agricultural products, and energy related products
like oil, gas, and hydroelectricity. Accordingly, changes in the supply and demand of base commodity resources and industrial and precious
metals and materials, both domestically and internationally, can have a significant effect on Canadian market performance.
The U.S. is Canada's largest trading partner and developments in economic policy and U.S. market conditions have a significant
impact on the Canadian economy. The expanding economic and financial integration of the U.S., Canada, and Mexico through the North
American Free Trade Agreement may make the Canadian economy and securities market more sensitive to North American trade patterns. However, growth in developing countries overseas, particularly China, may change the composition of Canada's trade and foreign
investment composition in the near future.
In recent years, economic growth slowed down in certain sectors of the Canadian economy. The Canadian economy suffered from a
recession due, in part, to the recent global financial crisis. The weaker economy resulted in lower tax collections and increased support
being provided to Canadians through government programs, which increased the Canadian budget deficit. While the Canadian economy
has shown signs of recovery from this recession, such recovery, if sustained, may be gradual. Growth forecasts remain modest due to
ongoing fiscal consolidation, the effects of the economic slowdown in the U.S., and weakened demand for Canadian exports and investment as a result of the European crisis. Furthermore, the strength of the Canadian dollar against the U.S. dollar may negatively affect
Canada's ability to export, which could limit Canada's economic recovery.
Europe.
The European Union (EU) is an intergovernmental and supranational union of most Western European countries and a growing number of Eastern European countries, each known as a member state. One of the key activities of the EU is the establishment and
administration of a common single market, consisting of, among other things, a common trade policy. In order to pursue this goal, member states established, among other things, the European Economic and Monetary Union (EMU), which sets out different stages and
commitments that member states need to follow to achieve greater economic policy coordination and monetary cooperation, including
the adoption of a single currency, the euro. While all EU member states participate in the economic union, only certain EU member states
have adopted the euro as their currency. When a member state adopts the euro as its currency, the member state no longer controls its own
monetary policies. Instead, the authority to direct monetary policy is exercised by the European Central Bank.
While economic and monetary convergence in the EU may offer new opportunities for those investing in the region, investors should
be aware that the success of the EU is not wholly assured. European countries can be significantly affected by the tight fiscal and monetary controls that the EMU imposes on its members or with which candidates for EMU membership are required to comply. Europe must
grapple with a number of challenges, any one of which could threaten the survival of this monumental undertaking. The countries adopting the euro must adjust to a unified monetary system, the absence of exchange rate flexibility, and the loss of economic sovereignty.
Europe's economies are diverse, its governments are decentralized, and its cultures differ widely. Unemployment in some European
countries has historically been higher than in the U.S. and could pose political risk. Many EU nations are susceptible to high economic
risks associated with high levels of debt, notably due to investments in sovereign debts of European countries such as Greece, Italy, Spain,
Portugal, and the Republic of Ireland. One or more member states might exit the EU, placing its currency and banking system in jeopardy.
The EU currently faces major issues involving its membership, structure, procedures and policies; including the adoption, abandonment
or adjustment of the new constitutional treaty, the EU's enlargement to the south and east, and resolution of the EU's problematic fiscal
and democratic accountability. Efforts of the member states to continue to unify their economic and monetary policies may increase the
potential for similarities in the movements of European markets and reduce the benefit of diversification within the region.
Political.
The EU has been extending its influence to the east. It has accepted several Eastern European countries as new members,
and has plans to accept several more in the medium-term. It is hoped that membership for these states will help cement economic and
political stability in the region. For these countries, membership serves as a strong political impetus to employ tight fiscal and monetary
policies. Nevertheless, new member states that were former Soviet satellites remain burdened to various extents by the inherited inefficiencies of centrally planned economies similar to what existed under the former Soviet Union. Further expansion of the EU has long-term economic benefits, but certain European countries are not viewed as currently suitable for membership, especially the troubled
economies of countries further east. Also, as the EU continues to enlarge, the candidate countries' accessions may grow more controversial. Some member states may repudiate certain candidate countries joining the EU upon concerns about the possible economic, immigration, and cultural implications that may result from such enlargement. The current and future status of the EU therefore continues to
be the subject of political controversy, with widely differing views both within and between member states. Also, Russia may be opposed
to the expansion of the EU to members of the former Soviet bloc and may, at times, take actions that could negatively impact EU economic activity.
It is possible that the gap between rich and poor within the EU's member countries, and particularly among new members that have
not met the requirements for joining the EMU may increase, and that realigning traditional alliances could alter trading relationships and
potentially provoke divisive socioeconomic splits.
In the transition to the single economic system, significant political decisions will be made that may affect the market regulation,
subsidization, and privatization across all industries, from agricultural products to telecommunications.
Economic.
As economic conditions across member states may vary widely, there is continued concern about national-level support
for the euro and the accompanying coordination of fiscal and wage policy among EMU member countries. Member countries must maintain tight control over inflation, public debt, and budget deficits in order to qualify for participation in the euro. These requirements
severely limit EMU member countries' ability to implement monetary policy to address regional economic conditions.
The recent global financial crisis brought several small economies in Europe to the brink of bankruptcy and many other economies
into recession and weakened the banking and financial sectors of many European countries. As a result, the governments of many European countries are now facing a serious economic crisis as high levels of public debt and substantial budget deficits hinder economic
growth in the region and threaten the continued viability of the EMU. Due to these large public deficits, some European issuers have had
difficulty accessing capital and may be dependent on emergency assistance from European governments and institutions to avoid defaulting on their outstanding debt obligations. The availability of such assistance, however, may be contingent on an issuer's implementation of certain reforms or reaching a required level of performance, which may increase the possibility of default. Such prospects
have injected significant volatility into European markets, which may reduce the liquidity or value of a fund's investments in the region.
Likewise, the high levels of public debt raise the possibility that certain European issuers may be forced to restructure their debt obligations, which could cause a fund to lose the value of its investments in any such issuer.
As European policy makers take unprecedented steps to respond to the ongoing economic crisis in the region, there is an increased risk
that regulatory uncertainty could have a negative effect on the value of a fund's investments in the region. For example, the French parliament recently adopted a financial transactions tax that imposes a tax on, among other transactions, acquisitions of equities in listed companies that have their registered offices in France and that exceed a specified market capitalization. The European Commission has proposed plans for an EU-wide financial transactions tax to take effect in 2014, although it remains unclear whether such a tax will be agreed
upon by EU member countries. Moreover, governments across the EMU are facing increasing opposition to certain crisis response measures. For example, efforts to reduce public spending in certain countries have been countered by large-scale protests. As a result, many
governments in the region have collapsed or been voted out of office. Leaders in some of these countries have openly questioned the
sustainability of the EMU, which raises the risk that certain member states will abandon the euro or that the euro may cease to exist as a
single currency in its current form. Any such occurrence would likely have wide-ranging effects on global markets that are difficult to
predict. However, these effects would likely have a negative impact on a fund's investments in the region.
Furthermore, the ongoing economic crisis has limited the prospect of short-term growth and economic recovery in the region, which
raises the risk that Europe will fall into another recession. Economic challenges facing the region include high levels of public debt,
significant rates of unemployment, aging populations, over-regulation of non-financial businesses, persistent trade deficits, rigid labor
markets, and inability to access credit. Although certain of these challenges may weigh more heavily on some European economies than
others, the economic integration of the region increases the likelihood that recession in one country may spread to others. Should Europe
fall into another recession, the value of a fund's investments in the region may be affected.
Currency.
Investing in euro-denominated (or other European currencies-denominated) securities entails risk of being exposed to a
currency that may not fully reflect the strengths and weaknesses of the disparate European economies. In addition, many European countries rely heavily upon export-dependent businesses and any strength in the exchange rate between the euro and the U.S. dollar can have
either a positive or a negative effect upon corporate profits and the performance of EU investments. Currencies have become more volatile, subjecting a fund's foreign investments to additional risks.
Nordic Countries.
The Nordic countries relate to European integration in different ways. Norway and Iceland are outside the EU,
although they are members of the European Economic Area. Denmark, Finland, and Sweden are all EU members, but only Finland has
adopted the euro as its currency. Faced with stronger global competition, the Nordic countries - Denmark, Finland, Norway, and Sweden
- have had to scale down their historically generous welfare programs, resulting in drops in domestic demand and increased unemployment. Major industries in the region, such as forestry, agriculture, and oil, are heavily resource-dependent and face pressure as a result of
high labor costs. Economic growth in many Nordic countries continues to be constrained by tight labor markets and adverse European
and global economic conditions. Although certain Nordic countries have recently exhibited signs of economic growth, any such growth
may be limited by the European crisis and the weakened global economy.
Eastern Europe.
Investing in the securities of Eastern European issuers is highly speculative and involves risks not usually associated with investing in the more developed markets of Western Europe. Political and economic reforms are too recent to establish a definite
trend away from centrally planned economies and state-owned industries. Investments in Eastern European countries may involve risks
of nationalization, expropriation, and confiscatory taxation.
Many Eastern European countries continue to move towards market economies at different paces with appropriately different characteristics. Most Eastern European markets suffer from thin trading activity, dubious investor protections, and often a dearth of reliable
corporate information. Information and transaction costs, differential taxes, and sometimes political or transfer risk give a comparative
advantage to the domestic investor rather than the foreign investor. In addition, these markets are particularly sensitive to social, political, economic, and currency events in Western Europe and Russia and may suffer heavy losses as a result of their trading and investment
links to these economies and currencies. Additionally, Russia may attempt to assert its influence in the region through economic or even
military measures, as it did with Georgia in the summer of 2008.
In some of the countries of Eastern Europe, there is no stock exchange or formal market for securities. Such countries may also have government exchange controls, currencies with no recognizable market value relative to the established currencies of Western market economies,
little or no experience in trading in securities, no accounting or financial reporting standards, a lack of banking and securities infrastructure to
handle such trading and a legal tradition that does not recognize rights in private property. Credit and debt issues and other economic difficulties
affecting Western Europe and its financial institutions can negatively affect Eastern European countries.
Eastern European economies may also be particularly susceptible to the international credit market due to their reliance on bank
related inflows of foreign capital. The recent global financial crisis restricted international credit supplies and several Eastern European
economies faced significant credit and economic crises. Although some Eastern European economies are expanding again, major challenges are still present as a result of their continued dependence on the Western European zone for credit and trade. Accordingly, the
European crisis may present serious risks for Eastern European economies, which may have a negative effect on a fund's investments in
the region.
Japan.
Government-industry cooperation, a strong work ethic, mastery of high technology, emphasis on education, and a comparatively small defense allocation have helped Japan advance with extraordinary speed to become one of the largest economic powers along
with the U.S. and the EU. Despite its impressive history, investors face special risks when investing in Japan.
Economic.
For three decades from the 1960s through the 1980s, Japan's overall real economic growth had been spectacular. However, growth slowed markedly in the 1990s and Japan's economy fell into a long recession. After a few years of mild recovery in the
mid-2000s, the Japanese economy fell into another recession as a result of the recent global financial crisis.
While Japan experienced an increase in exports relative to recent years, the rate of export growth has since slowed and the rapid
appreciation in the value of the yen has negatively impacted Japan's exports. This economic recession was likely compounded by Japan's
massive government debt, the aging and shrinking of the population, an unstable financial sector, low domestic consumption, and certain
corporate structural weaknesses, which remain some of the major long-term problems of the Japanese economy.
Overseas trade is important to Japan's economy and Japan's economic growth is significantly driven by its exports. Japan has few
natural resources and must export to pay for its imports of these basic requirements. Meanwhile, Japan's aging and shrinking population
increases the cost of the country's pension and public welfare system and lowers domestic demand, making Japan more dependent on
exports to sustain its economy. Therefore, any developments that negatively affect Japan's exports could present risks to a fund's investments in Japan. For example, domestic or foreign trade sanctions or other protectionist measures could harm Japan's economy. Likewise,
any escalation of tensions with China or South Korea over disputed territorial claims may adversely impact Japan's trading relationship
with two of its largest trading partners. Furthermore, reduced demand for Japan's exports resulting from the European crisis and weakened global economy could present additional risks to a fund's investments in Japan.
Japan's recovery from the recession has been affected by economic distress resulting from the earthquake and resulting tsunami that
struck northeastern Japan in March 2011 causing major damage along the coast, including damage to nuclear power plants in the region.
Following the earthquake, Japan's financial markets fluctuated dramatically. The government injected capital into the economy and
proposed plans for massive spending on reconstruction efforts in disaster-affected areas in order to stimulate economic growth. The full
extent of the natural disaster's impact on Japan's economy and foreign investment in Japan is difficult to estimate. The risks of natural
disasters of varying degrees, such as earthquakes and tsunamis, and the resulting damage, continue to exist.
A pressing need to sustain Japan's economic recovery and improve its economic growth is the task of overhauling the nation's financial institutions. Banks, in particular, may have to reform themselves to become more competitive. Successful financial sector reform
would contribute to Japan's economic recovery at home and would benefit other economies in Asia. Internal conflict over the proper way
to reform the banking system continues to exist. Currently, Japanese banks are facing difficulties generating profits. Currency fluctuations may also significantly affect Japan's economy.
Asia Pacific Region (ex Japan).
Many countries in the region have historically faced political uncertainty, corruption, military intervention, and social unrest. Examples include military threats on the Korean peninsula and along the Taiwan Strait, the ethnic, sectarian,
and separatist violence found in Indonesia, and the nuclear arms threats between India and Pakistan. To the extent that such events continue in the future, they can be expected to have a negative effect on economic and securities market conditions in the region. In addition, the
Asia Pacific geographic region has historically been prone to natural disasters. The occurrence of a natural disaster in the region could
negatively impact the economy of any country in the region.
Economic.
The economies of many countries in the region are heavily dependent on international trade and are accordingly affected
by protective trade barriers and the economic conditions of their trading partners, principally, the U.S., Japan, China, and the European
Union. The countries in this region are also heavily dependent on exports and are thus particularly vulnerable to any weakening in global
demand for these products. High food, fuel and other commodities' prices, as well as volatile capital inflows, may pose challenges to
countries in this region in the near future. The recent global financial crisis spread to the region, significantly lowering its exports and
foreign investments in the region, which are driving forces of its economic growth. In addition, the economic crisis also significantly
affected consumer confidence and local stock markets. Although the economies of many countries in the region have recently shown
signs of recovery from the crisis, such recovery, if sustained, may be gradual. Furthermore, any such recovery may be limited or hindered
by the reduced demand for exports and lack of available capital for investment resulting from the European crisis and weakened global
economy.
The Republic of Korea (South Korea).
Investors should be aware that investing in South Korea involves risks not typically associated with investing in the U.S. securities markets. Although relations between North Korea and South Korea had begun to improve in the
past few years, recent developments are troubling. As a result, these relations still remain tense and the possibility of military action
between the two countries still exists.
Corporate and financial sector restructuring initiated by the Korean government, in conjunction with the IMF, after the 1997-1998
Asian financial crisis can be expected to continue, but its full impact cannot be predicted yet. The Korean economy's reliance on international trade makes it highly sensitive to fluctuations in international commodity prices, currency exchange rates and government regulation, and vulnerable to downturns of the world economy. For example, the recent global financial crisis led to large capital outflows from
South Korea, which caused the deterioration of the country's currency, domestic asset markets, and credit conditions. The South Korean
economy began showing signs of recovery from this downturn in 2009. Although South Korea's initial recovery was faster than many
other developed nations, South Korea's growth has since slowed and any continued recovery may be gradual as the European crisis and
weakened global economy may reduce demand for South Korean exports. The South Korean economy's long-term challenges include a
rapidly aging population, inflexible labor market, and overdependence on exports to drive economic growth.
China Region.
As with all transition economies, China's ability to develop and sustain a credible legal, regulatory, monetary, and
socioeconomic system could influence the course of outside investment. Hong Kong is closely tied to China, economically and through
China's 1997 acquisition of the country as a Special Autonomous Region (SAR).
Hong Kong's success depends, in large part, on its ability to retain the legal, financial, and monetary systems that it currently has in
place, which allows economic freedom and market expansion. Although many Taiwanese companies heavily invest in China, a state of
hostility continues to exist between China and Taiwan, which Beijing has long deemed a part of China and has made a nationalist cause of
recovering it. Taiwan's political stability and ability to sustain its economic growth could be significantly affected by its political and
economic relationship with China.
The recent global financial crisis caused a marked slowdown in economic growth in the region, leading local governments, especially
the Chinese government, to take unprecedented steps to shore up economic growth and prevent widespread unemployment. Although
China has experienced economic growth in recent years, recent economic data shows that growth is slowing. Demand for Chinese exports by Western countries, including the U.S. and Europe, may weaken due to the effects of relatively limited economic growth in those
countries resulting from the financial crisis in the United States and the crisis in Europe. However, the Chinese government continues to
maintain certain of these measures and may introduce more in the future, including measures intended to increase growth and to contain
social unrest, which is an increasing risk.
In addition to the risks inherent in investing in the emerging markets, the risks of investing in China, Hong Kong, and Taiwan merit
special consideration.
People's Republic of China.
The government of the People's Republic of China is dominated by the one-party rule of the Chinese
Communist Party.
China's economy has transitioned from a rigidly central-planned state-run economy to one that has been only partially reformed by
more market-oriented policies. Although the Chinese government has implemented economic reform measures, reduced state ownership
of companies and established better corporate governance practices, a substantial portion of productive assets in China are still owned by
the Chinese government. The government continues to exercise significant control over regulating industrial development and, ultimately, control over China's economic growth through the allocation of resources, controlling payment of foreign currency-denominated
obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
At times, China's economy has been subject to the risks of overheating, which leads to the government's attempt to slow down the
pace of growth through administrative measures. The recent global financial crisis, however, changed this course for some time, as China's economic growth slowed, due, in part, to weakened demand for its exports and reduced foreign investments in the country. The
Chinese economy then showed strong signs of recovery from this slowed growth, but a recovery of China's trading partners may also be
necessary to sustain China's continued growth and measures to control growth may be adopted again. In the short term, China's economy
faces problems of inflation and local government debt, which swelled in recent years as a result of certain economic stimulus policies.
Furthermore, the economy faces the prospect of prolonged weakness in demand for Chinese exports as its major trading partners, such as
the United States, Japan, and Europe, continue to experience economic uncertainty stemming from the global financial crisis and European crisis, among other things. Over the long term, China's aging infrastructure, worsening environmental conditions and rapidly widening urban and rural income gap, which all carry political and economic implications, are among the country's major challenges. In
addition, tensions resulting from China's territorial claims in the region may present risks to diplomatic and trade relations with certain of
China's regional trade partners. Any escalation of these tensions could further reduce international demand for Chinese goods and services, which could have a negative effect on a fund's investments in the securities of Chinese issuers.
As with all transition economies, China's ability to develop and sustain a credible legal, regulatory, monetary, and socioeconomic
system could influence the course of outside investment. The Chinese legal system, in particular, constitutes a significant risk factor for
investors. The Chinese legal system is based on statutes. Since the late 1970s, Chinese legislative bodies have promulgated laws and
regulations dealing with various economic matters such as foreign investment, corporate organization and governance, commerce, taxation, and trade. However, these laws are relatively new and published court decisions based on these laws are limited and non-binding.
The interpretation and enforcement of these laws and regulations are uncertain.
China continues to limit direct foreign investments generally in industries deemed important to national interests. Foreign investment
in domestic securities are also subject to substantial restrictions. Some believe that China's currency is undervalued. Currency fluctuations could significantly affect China and its trading partners. China continues to exercise control over the value of its currency, rather
than allowing the value of the currency to be determined by market forces. This type of currency regime may experience sudden and
significant currency adjustments, which may adversely impact investment returns.
Hong Kong.
In 1997, Great Britain handed over control of Hong Kong to the People's Republic of China. Since that time, Hong Kong
has been governed by a semi-constitution known as the Basic Law, which guarantees a high degree of autonomy in certain matters until
2047, while defense and foreign affairs are the responsibility of the central government in Beijing. The chief executive of Hong Kong is
appointed by the Chinese government. However, Hong Kong is able to participate in international organizations and agreements and it
continues to function as an international financial center, with no exchange controls, free convertibility of the Hong Kong dollar and free
inward and outward movement of capital. The Basic Law also guarantees existing freedoms, including the freedom of speech, assembly,
press, and religion, as well as the right to strike and travel. Business ownership, private property, the right of inheritance and foreign
investment are also protected by law. By treaty, China has committed to preserve Hong Kong's autonomy until 2047. Nevertheless, if
China were to exert its authority so as to alter the economic, political, or legal structures or the existing social policy of Hong Kong,
investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business
performance.
The global financial crisis forced Hong Kong's economy into a recession. Recently, however, Hong Kong's economy has shown signs
of recovery from this recession. This recovery can be attributed, in large part, to the combined efforts of both China and Hong Kong to
shore up domestic economic growth. As these measures continue to take effect, their long-term impact on the growth of Hong Kong's
economy is unpredictable. However, Hong Kong's recovery has raised concerns about possible overheating in certain sectors of its economy, such as its real estate market, which could limit Hong Kong's future growth. In addition, because of Hong Kong's heavy reliance on
international trade and global financial markets, Hong Kong remains exposed to significant risks as a result of the European crisis and
weakened global economy. The negative effects of the European downturn on the global economy could push Hong Kong into another
recession. Likewise, due to Hong Kong's close political and economic ties with China, any economic stagnation on the mainland could
have a negative impact on Hong Kong's economy.
Taiwan.
For decades, a state of hostility has existed between Taiwan and the People's Republic of China. Beijing has long deemed
Taiwan a part of the "one China" and has made a nationalist cause of recovering it. In the past, China has staged frequent military provocations off the coast of Taiwan and made threats of full-scale military action. Foreign trade has been the engine of rapid growth in Taiwan
and has transformed the island into one of Asia's great exporting nations. As an export-oriented economy, Taiwan depends on an open
world trade regime and remains vulnerable to downturns in the world economy. Taiwanese companies continue to compete mostly on
price, producing generic products or branded merchandise on behalf of multinational companies. Accordingly, these businesses can be
particularly vulnerable to currency volatility and increasing competition from neighboring lower-cost countries. Moreover, many Taiwanese companies are heavily invested in mainland China and other countries throughout Southeast Asia, making them susceptible to
political events and economic crises in these parts of the region. Significantly, Taiwan and China recently entered into agreements covering banking, securities, and insurance. Closer economic links with the mainland may bring greater opportunities for the Taiwanese economy, but also poses new challenges. For example, foreign direct investment in China has resulted in Chinese import substitution away
from Taiwan's exports and a restriction of potential job creation in Taiwan. As a result of the recent global financial crisis, the demand for
exports decreased and Taiwan entered into a recession. Although Taiwan's economy has recently shown signs of recovery from this
recession, such recovery, if sustained, may be gradual. In addition, the effects of the European crisis and weakened global economy may
reduce demand for Taiwan's exports, which could force its economy into another recession.
India.
The value of a fund's investments in Indian securities may be affected by, among other things, political developments, rapid
changes in government regulation, state intervention in private enterprise, nationalization or expropriation of foreign assets, legal uncertainty, high rates of inflation or interest rates, currency volatility, and civil unrest. In addition, any escalation of tensions with Pakistan
may have a negative impact on a fund's investments in India. Likewise, political, social and economic disruptions caused by domestic
sectarian violence or terrorist attacks may also present risks to a fund's investments in India.
The Indian economy is heavily dependent on exports and is vulnerable to any weakening in global demand for these products. Recently, the Indian economy began showing signs of recovery from the effects of the global financial crisis. However, this recovery may be
limited by the European crisis and weakened global economy. In the event that India's economic recovery slows, a fund's investments in
Indian securities may be harmed.
Furthermore, restrictions or controls applicable to foreign investment in the securities of issuers in India may also adversely affect a fund's
investments within the country. The availability of financial instruments with exposure to Indian financial markets may be substantially limited
by restrictions on foreign investors. Foreign investors are required to observe certain investment restrictions, including limits on shareholdings,
which may impede a fund's ability to invest in certain issuers or to fully pursue its investment objective. These restrictions may also have the
effect of reducing demand for, or limiting the liquidity of, such investments. There can be no assurance that the Indian government will not
impose restrictions on foreign capital remittances abroad or otherwise modify the exchange control regime applicable to foreign investors in
such a way that may adversely affect the ability of a fund to repatriate their income and capital.
Shares of many Indian issuers are held by a limited number of persons and financial institutions, which may limit the number of shares
available for investment. In addition, further issuances of securities by Indian issuers in which a fund has invested could dilute the investments of existing shareholders and could adversely affect the market price of such securities. Sales of securities by such issuer's major
shareholders may also significantly and adversely affect other shareholders. Moreover, a limited number of issuers represent a disproportionately large percentage of market capitalization and trading value in India.
Indonesia.
Indonesia has restored financial stability and pursued sober fiscal policies since the 1997-1998 Asian financial crisis, but
many economic development problems remain, including high unemployment, a fragile banking sector, endemic corruption, inadequate
infrastructure, a poor investment climate, inflationary pressures and unequal resource distribution among regions. These problems may
limit the country's ability to contain the severe and negative impact of the recent global financial crisis on its economy. In addition,
Indonesia continues to be at risk of ethnic, sectarian, and separatist violence. Furthermore, slow budgetary disbursements have created
challenges for government programs related to infrastructure, secondary education, and certain social policies. Rises in global commodity prices may also present risks to Indonesia's growth potential. Keys to future growth remain internal reform, peaceful resolution of
internal conflicts, bolstering the confidence of international and domestic investors, and strong global economic growth.
Thailand.
Thailand has a well-developed infrastructure and a free-enterprise economy, which is welcoming to certain foreign investment. Increased consumption and investment spending and strong export industries continue to sustain economic growth. Moreover,
Bangkok has pursued preferential trade agreements with a variety of partners in an effort to boost exports and maintain high growth, and
in 2004 began negotiations on a free trade agreement with the U.S. However, weakening fiscal discipline, separatist violence in the south,
the intervention by the military in civilian spheres, and continued political instability may cause additional risks for investments in Thailand. In addition, natural disasters may affect economic growth in the country. For example, in late 2011, historic floods devastated industrial areas north of Bangkok, which severely harmed Thailand's manufacturing sector and reduced the country's economic growth. Although the Thai economy may already be showing signs of recovery from this disaster, such recovery, if sustained, may be gradual as
demand for Thai goods and services could decline due to the effects of the European sovereign debt crisis and weakened global economy.
Philippines.
Because of its relatively low dependence on exports and high domestic rates of consumption, as well as substantial remittances received from large overseas populations, the Philippines was one of the few countries in Asia to navigate the recent global
financial crisis without falling into recession. Although the economy of the Philippines has shown signs of growth in recent years, there
can be no assurances that such growth will continue. Reduced demand for exports from the Philippines as a result of the European crisis
and weakened global economy, as well as lower remittances from Filipino immigrants abroad, may negatively impact economic growth
in the Philippines. Furthermore, certain weaknesses in the economy, such as inadequate infrastructure, high poverty rates, uneven wealth
distribution, low fiscal revenues, endemic corruption, inconsistent regulation, unpredictable taxation, unreliable judicial processes, and
the appropriation of foreign assets may present risks to a fund's investments in the Philippines. In addition, investments in the Philippines
are subject to risks arising from political or social unrest, including threats from military coups, terrorist groups and separatist movements. Likewise, the Philippines is prone to natural disasters such as typhoons, tsunamis, earthquakes and flooding, which may also
present risks to a fund's investments in the Philippines.
Latin America.
As an emerging market, Latin America historically suffered from social, political, and economic instability. For investors,
this has meant additional risk caused by periods of regional conflict, political corruption, totalitarianism, protectionist measures, nationalization, hyperinflation, debt crises, sudden and large currency devaluation, and intervention by the military in civilian and economic spheres. For
example, at times the government of Brazil has imposed a tax on foreign investment in Brazilian stocks and bonds, which may affect the value
of a fund's investments in the securities of Brazilian issuers. However, in some Latin American countries, a move to sustainable democracy and
a more mature and accountable political environment is under way. Domestic economies have been deregulated, privatization of state-owned
companies is almost completed and foreign trade restrictions have been relaxed.
Nonetheless, to the extent that events such as those listed above continue in the future, they could reverse favorable trends toward market
and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets in the region. In
addition, recent favorable economic performance in much of the region has led to a concern regarding government overspending in certain
Latin American countries. Investors in the region continue to face a number of potential risks. Certain Latin American countries depend heavily
on exports to the U.S. and investments from a small number of countries. Accordingly, these countries may be sensitive to fluctuations in
demand, exchange rates and changes in market conditions associated with those countries. The economic growth of most Latin American
countries is highly dependent on commodity exports and the economies of certain Latin American countries, particularly Mexico and Venezuela, are highly dependent on oil exports. As a result, these economies are particularly susceptible to fluctuations in the price of oil and other
commodities and currency fluctuations. The recent global financial crisis weakened the global demand for oil and other commodities and, as a
result, Latin American countries faced significant economic difficulties that led certain countries into recession. If global economic conditions
worsen, prices for Latin American commodities may experience increased volatility and demand may continue to decrease. Although certain
of these countries have recently shown signs of recovery, such recovery, if sustained, may be gradual. In addition, prolonged economic difficulties may have negative effects on the transition to a more stable democracy in some Latin American countries. In certain countries, political
risk, including nationalization risk, is high.
A number of Latin American countries are among the largest debtors of developing countries and have a long history of reliance on
foreign debt and default. The majority of the region's economies have become highly dependent upon foreign credit and loans from
external sources to fuel their state-sponsored economic plans. Historically, government profligacy and ill-conceived plans for modernization have exhausted these resources with little benefit accruing to the economy. Most countries have been forced to restructure their
loans or risk default on their debt obligations. In addition, interest on the debt is subject to market conditions and may reach levels that
would impair economic activity and create a difficult and costly environment for borrowers. Accordingly, these governments may be
forced to reschedule or freeze their debt repayment, which could negatively affect local markets. Because of their dependence on foreign
credit and loans, a number of Latin American economies faced significant economic difficulties and some economies fell into recession
as the recent global financial crisis tightened international credit supplies. While the region has recently shown signs of economic improvement, recovery from past economic downturns in Latin America has historically been slow, and any such recovery, if sustained,
may be gradual. The European crisis and weakened global economy may reduce demand for exports from Latin America and limit the
availability of foreign credit for some countries in the region. As a result, a fund's investments in Latin American securities could be
harmed if economic recovery in the region is limited.
Russia.
Investing in Russian securities is highly speculative and involves significant risks and special considerations not typically
associated with investing in the securities markets of the U.S. and most other developed countries.
Political.
Over the past century, Russia has experienced political and economic turbulence and has endured decades of communist
rule under which tens of millions of its citizens were collectivized into state agricultural and industrial enterprises. Since the collapse of
the Soviet Union, Russia's government has been faced with the daunting task of stabilizing its domestic economy, while transforming it
into a modern and efficient structure able to compete in international markets and respond to the needs of its citizens. However, to date,
many of the country's economic reform initiatives have floundered as the proceeds of IMF and other economic assistance have been
squandered or stolen. In this environment, there is always the risk that the nation's government will abandon the current program of
economic and political reform and replace it with radically different political and economic policies that would be detrimental to the
interests of foreign and private investors.
In the last few years, as significant income from oil and commodity exports has boosted Russia's economy, Russia's government has
begun to make bolder steps to re-assert its regional geopolitical influence (including military steps). Such steps may increase tensions
between Russia and its neighbors and Western countries and may negatively affect economic growth.
Economic.
Many of Russia's businesses have failed to mobilize the available factors of production because the country's privatization program virtually ensured the predominance of the old management teams that are largely non-market-oriented in their management
approach. Poor accounting standards, inept management, pervasive corruption, insider trading and crime, and inadequate regulatory
protection for the rights of investors all pose a significant risk, particularly to foreign investors. In addition, there is the risk that the
Russian tax system will not be reformed to prevent inconsistent, retroactive, and/or exorbitant taxation, or, in the alternative, the risk that
a reformed tax system may result in the inconsistent and unpredictable enforcement of the new tax laws.
Compared to most national stock markets, the Russian securities market suffers from a variety of problems not encountered in more
developed markets. There is little long-term historical data on the Russian securities market because it is relatively new and a substantial
proportion of securities transactions in Russia are privately negotiated outside of stock exchanges. The inexperience of the Russian securities market and the limited volume of trading in securities in the market may make obtaining accurate prices on portfolio securities from
independent sources more difficult than in more developed markets. Additionally, there is little solid corporate information available to
investors. As a result, it may be difficult to assess the value or prospects of an investment in Russian companies.
Because of the recent formation of the Russian securities market as well as the underdeveloped state of the banking and telecommunications systems, settlement, clearing and registration of securities transactions are subject to significant risks. Ownership of shares
(except where shares are held through depositories that meet the requirements of the 1940 Act) is defined according to entries in the
company's share register and normally evidenced by extracts from the register or by formal share certificates. However, these services
are carried out by the companies themselves or by registrars located throughout Russia. These registrars are not necessarily subject to
effective state supervision nor are they licensed with any governmental entity and it is possible for a fund to lose its registration through
fraud, negligence, or even mere oversight. While a fund will endeavor to ensure that its interest continues to be appropriately recorded
either itself or through a custodian or other agent inspecting the share register and by obtaining extracts of share registers through regular
confirmations, these extracts have no legal enforceability and it is possible that subsequent illegal amendment or other fraudulent act may
deprive a fund of its ownership rights or improperly dilute its interests. In addition, while applicable Russian regulations impose liability
on registrars for losses resulting from their errors, it may be difficult for a fund to enforce any rights it may have against the registrar or
issuer of the securities in the event of loss of share registration. Furthermore, significant delays or problems may occur in registering the
transfer of securities, which could cause a fund to incur losses due to a counterparty's failure to pay for securities the fund has delivered or
the fund's inability to complete its contractual obligations because of theft or other reasons. A recently enacted law authorizes the establishment of a centralized securities depository (CSD), which, in effect, will become the exclusive settlement organization for publicly
traded Russian companies and investment funds in Russia. Once the CSD is fully functional, it should enhance the efficiency and transparency of the Russian securities market.
The Russian economy is heavily dependent upon the export of a range of commodities including most industrial metals, forestry products,
oil, and gas. Accordingly, it is strongly affected by international commodity prices and is particularly vulnerable to any weakening in global
demand for these products. As the recent global financial crisis caused price volatility in commodities, especially oil, many sectors in the
Russian economy fell into turmoil, pushing the whole economy into recession. In addition, prior to the global financial crisis, Russia's economic policy encouraged excessive foreign currency borrowing as high oil prices increased investor appetite for Russian financial assets. As a result
of this credit boom, Russia reached alarming debt levels and suffered from the effects of tight credit markets. Although the country is still
plagued by high debt levels, the Russian economy has recently shown signs of recovery from the recession. However, such recovery, if sustained, may be gradual as Russia continues to face significant economic challenges. In the near term, the fallout from the European crisis and
weakened global economy may reduce demand for Russian exports such as oil and gas, which could limit Russia's economic recovery. Over
the long-term, Russia faces challenges including a shrinking workforce, a high level of corruption, and difficulty in accessing capital for smaller, non-energy companies and poor infrastructure in need of large investments.
Currency.
Foreign investors also face a high degree of currency risk when investing in Russian securities and a lack of available
currency hedging instruments. In a surprise move in August 1998, Russia devalued the ruble, defaulted on short-term domestic bonds,
and imposed a moratorium on the repayment of its international debt and the restructuring of the repayment terms. These actions have
negatively affected Russian borrowers' ability to access international capital markets and have had a damaging impact on the Russian
economy. In light of these and other government actions, foreign investors could face the possibility of further devaluations. In addition,
there is the risk that the government may impose capital controls on foreign portfolio investments in the event of extreme financial or
political crisis. Such capital controls could prevent the sale of a portfolio of foreign assets and the repatriation of investment income and
capital. Such risks have led to heightened scrutiny of Russian liquidity conditions, which in turn creates a heightened risk of the repatriation of ruble assets by nervous foreign investors. The recent economic turmoil in Russia caused the Russian ruble to depreciate as unemployment levels increased and global demand for oil exports decreased. As the global economy faces another economic crisis, the Russian central bank may need to manage bank liquidity carefully to avoid undue pressures on Russia's banks and other financial institutions
and the ruble.
The Middle East and Africa.
Investing in Middle Eastern and African securities is highly speculative and involves significant risks and
special considerations not typically associated with investing in the securities markets of the U.S. and most other developed countries.
Political.
Many Middle Eastern and African countries historically have suffered from political instability. Despite a growing trend
towards democratization, especially in Africa, significant political risks continue to affect some Middle Eastern and African countries.
These risks may include substantial government control over the private sector, corrupt leaders, civil unrest, suppression of opposition
parties that can lead to further dissidence and militancy, fixed elections, terrorism, coups, and war. Recently, several countries in the
Middle East and North Africa have experienced pro-democracy movements that resulted in swift regime changes. In some cases, these
movements have led to armed conflict involving local factions, regional allies or international forces. These changes, in the short term,
have affected the status and speed of economic reforms in the region. Because many Middle East and African nations have a history of
dictatorship, military intervention, and corruption, there can be no guarantee that recent movements toward a more democratic process
will continue. Therefore, the long-term effects of the ongoing regime changes are largely unpredictable. In addition, there is an increasing risk that historical animosities, border disputes, or defense concerns may lead to further armed conflict in the region. In all regions, if
such developments were to occur, it could have a negative effect on economic growth and reverse favorable trends toward economic and
market reform, privatization, and the removal of trade barriers. Such developments could also result in significant disruptions in securities markets, which may have wider consequences for the global economy.
Economic.
Middle Eastern and African countries historically have suffered from economic instability. Underdeveloped infrastructure, high unemployment rates, a comparatively unskilled labor force, and inconsistent access to capital have contributed to economic
instability in the region. Furthermore, certain Middle Eastern and African markets may face a higher concentration of market capitalization, greater illiquidity and greater price volatility than that found in more developed markets of Western Europe or the U.S. Additionally,
certain countries in the region have a history of nationalizing or expropriating foreign assets, which could cause a fund to lose the value of
its investments in those countries. Despite a growing trend towards economic diversification, many Middle Eastern and African economies remain heavily dependent upon a limited range of commodities. These include gold, silver, copper, cocoa, diamonds, natural gas
and petroleum. These economies are greatly affected by international commodity prices and are particularly vulnerable to any weakening in global demand for these products. As the recent global financial crisis weakened the global demand for oil, gas, and other commodities, some countries in the region faced significant economic difficulties and many countries have been forced to scale down their infrastructure development and the size of their public welfare systems, which could have long-term economic, social, and political
implications. Although certain economies in Africa and the Middle East have recently shown signs of recovery from the recession, such
recovery, if sustained, may be gradual as the European crisis and weakened global economy may reduce demand for exports from the
region.
The largest economy in Africa is South Africa. The country has a two-tiered, developing economy with one tier similar to that of a
developed country and the second tier having only the most basic infrastructure. High interest rates, power shortages, and weakening
commodities prices, along with the recent economic crisis, caused South Africa to enter a recession in 2009 for the first time in 18 years.
The South African Government, both before and during the recession, implemented policies designed to reduce trade and investment
restrictions and privatize certain industries. However, ethnic and civil conflicts, the HIV health crisis, uncertainty surrounding government policy, and political instability have led to uneven wealth distribution within the country and may cause additional risks for investments in South Africa. These problems likely compounded the economic difficulties that South Africa faced as the negative effects of the
global financial crisis spread to the country. Although the South African economy has recently shown signs of recovery, such recovery, if
sustained, may be gradual as political, social, and labor unrest could affect the South African economy. In addition, reduced demand for
South African exports due to the European crisis and weakened global economy may limit any such recovery.
Currency.
Certain Middle Eastern and African countries have currencies pegged to the U.S. dollar or euro, rather than at levels determined by market forces. This type of currency regime may experience sudden and significant currency adjustments, which may adversely impact investment returns.
TRUSTEES
AND
OFFICERS
The Trustees and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each Strategic Advisers Multi-Manager Target Date Fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each Strategic Advisers Multi-Manager Target Date Fund's activities, review contractual arrangements with companies that provide services to each Strategic Advisers Multi-Manager Target Date
Fund, oversee management of the risks associated with such activities and contractual arrangements, and review each Strategic Advisers
Multi-Manager Target Date Fund's performance. If the interests of a Strategic Advisers Multi-Manager Target Date Fund and an underlying Fidelity fund were to diverge, a conflict of interest could arise and affect how the Trustees fulfill their fiduciary duties to the affected
funds. Strategic Advisers has structured the Strategic Advisers Multi-Manager Target Date Funds to avoid these potential conflicts, although there may be situations where a conflict of interest is unavoidable. In such instances, Strategic Advisers and the Trustees would
take reasonable steps to minimize and, if possible, eliminate the conflict. Except for Elizabeth S. Acton and James C. Curvey, each of the
Trustees oversees 221 Fidelity funds. Ms. Acton oversees 203 Fidelity funds. Mr. Curvey oversees 387 Fidelity funds.
The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written
instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who
has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any
Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each
Trustee who is not an interested person of the trust and the funds (as defined in the 1940 Act) (Independent Trustee), shall retire not later
than the last day of the month in which his or her 75th birthday occurs. The Independent Trustees may waive this mandatory retirement
age policy with respect to individual Trustees. The executive officers 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. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.
Experience, Skills, Attributes, and Qualifications of the Funds' Trustees.
The Governance and Nominating Committee has
adopted a statement of policy that describes the experience, qualifications, attributes, and skills that are necessary and desirable for potential Independent Trustee candidates (Statement of Policy). The Board believes that each Trustee satisfied at the time he or she was
initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. The Governance
and Nominating Committee also engages professional search firms to help identify potential Independent Trustee candidates who have
the experience, qualifications, attributes, and skills consistent with the Statement of Policy. From time to time, additional criteria based
on the composition and skills of the current Independent Trustees, as well as experience or skills that may be appropriate in light of future
changes to board composition, business conditions, and regulatory or other developments, have also been considered by the professional
search firms and the Governance and Nominating Committee. In addition, the Board takes into account the Trustees' commitment and
participation in Board and committee meetings, as well as their leadership of standing and ad hoc committees throughout their tenure.
In determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of
criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Trustees have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing each fund and protecting the interests of shareholders. Information about the specific experience, skills, attributes, and qualifications of each Trustee, which in each case
led to the Board's conclusion that the Trustee should serve (or continue to serve) as a trustee of the funds, is provided below.
Board Structure and Oversight Function.
Abigail P. Johnson is an interested person (as defined in the 1940 Act) and currently
serves as Chairman. The Trustees have determined that an interested Chairman is appropriate and benefits shareholders because an interested Chairman has a personal and professional stake in the quality and continuity of services provided to the funds. Independent Trustees
exercise their informed business judgment to appoint an individual of their choosing to serve as Chairman, regardless of whether the
Trustee happens to be independent or a member of management. The Independent Trustees have determined that they can act independently and effectively without having an Independent Trustee serve as Chairman and that a key structural component for assuring that
they are in a position to do so is for the Independent Trustees to constitute a substantial majority for the Board. The Independent Trustees
also regularly meet in executive session. Albert R. Gamper, Jr. serves as Chairman of the Independent Trustees and as such (i) acts as a
liaison between the Independent Trustees and management with respect to matters important to the Independent Trustees and (ii) with
management prepares agendas for Board meetings.
Fidelity funds are overseen by different Boards of Trustees. The funds' Board oversees Fidelity's investment-grade bond, money
market, and asset allocation funds and another Board oversees Fidelity's equity and high income funds. The asset allocation funds may
invest in Fidelity funds that are overseen by such other Board. The use of separate Boards, each with its own committee structure, allows
the Trustees of each group of Fidelity funds to focus on the unique issues of the funds they oversee, including common research, investment, and operational issues. On occasion, the separate Boards establish joint committees to address issues of overlapping consequences
for the Fidelity funds overseen by each Board.
The Trustees operate using a system of committees to facilitate the timely and efficient consideration of all matters of importance to
the Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements and oversight of the
funds' activities and associated risks. The Board, acting through its committees, has charged FMR and its affiliates with (i) identifying
events or circumstances the occurrence of which could have demonstrably adverse effects on the funds' business and/or reputation;
(ii) implementing processes and controls to lessen the possibility that such events or circumstances occur or to mitigate the effects of such
events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously business and
market conditions in order to facilitate the identification and implementation processes described in (i) and (ii) above. Because the day-to-day operations and activities of the funds are carried out by or through FMR, its affiliates, and other service providers, the funds'
exposure to risks is mitigated but not eliminated by the processes overseen by the Trustees. While each of the Board's committees has
responsibility for overseeing different aspects of the funds' activities, oversight is exercised primarily through the Operations and Audit
Committees. In addition, an ad hoc Board committee of Independent Trustees has worked with FMR to enhance the Board's oversight of
investment and financial risks, legal and regulatory risks, technology risks, and operational risks, including the development of additional risk reporting to the Board. Appropriate personnel, including but not limited to the funds' Chief Compliance Officer (CCO), FMR's
internal auditor, the independent accountants, the funds' Treasurer and portfolio management personnel, make periodic reports to the
Board's committees, as appropriate, including an annual review of FMR's risk management program for the Fidelity funds. The responsibilities of each standing committee, including their oversight responsibilities, are described further under "Standing Committees of the
Funds' Trustees."
Interested Trustees
*:
Correspondence intended for each Trustee who is an interested person may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts 02210.
Name, Year of Birth; Principal Occupations and Other Relevant Experience
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Abigail P. Johnson (1961)
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Year of Election or Appointment: 2009
Ms. Johnson is Trustee and Chairman of the Board of Trustees of certain Trusts. Ms. Johnson serves as President of
Fidelity Financial Services (2012-present) and President of Personal, Workplace and Institutional Services
(2005-present). Ms. Johnson is Chairman and Director of FMR Co., Inc. (2011-present), Chairman and Director of FMR
(2011-present), and the Vice Chairman and Director (2007-present) of FMR LLC. Previously, Ms. Johnson served as
President and a Director of FMR (2001-2005), a Trustee of other investment companies advised by FMR, Fidelity
Investments Money Management, Inc., and FMR Co., Inc. (2001-2005), Senior Vice President of the Fidelity funds
(2001-2005), and managed a number of Fidelity funds. Ms. Abigail P. Johnson and Mr. Arthur E. Johnson are not related.
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James C. Curvey (1935)
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Year of Election or Appointment: 2007
Mr. Curvey also serves as Trustee (2007-present) of other investment companies advised by FMR. Mr. Curvey is a
Director of Fidelity Investments Money Management, Inc. (2009-present), Director of Fidelity Research & Analysis Co.
(2009-present) and Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2007-present)
and Director of FMR LLC. In addition, Mr. Curvey serves as an Overseer for the Boston Symphony Orchestra and a
member of the Trustees of Villanova University. Previously, Mr. Curvey was the Vice Chairman (2006-2007) and
Director (2000-2007) of FMR Corp.
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* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various
entities under common control with FMR.
+
The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each
Trustee should serve as a Trustee for each fund.
Independent Trustees
:
Correspondence intended for each Independent Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity
Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.
Name, Year of Birth; Principal Occupations and Other Relevant Experience
+
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Elizabeth S. Acton (1951)
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Year of Election or Appointment: 2013
Ms. Acton is Trustee of certain Trusts. Prior to her retirement in April 2012, Ms. Acton was Executive Vice President,
Finance (November 2011-April 2012), Executive Vice President, Chief Financial Officer (April 2002-November 2011),
and Treasurer (May 2004-May 2005) of Comerica Incorporated (financial services). Prior to joining Comerica, Ms.
Acton held a variety of positions at Ford Motor Company (1983-2002), including Vice President and Treasurer
(2000-2002) and Executive Vice President and Chief Financial Officer of Ford Motor Credit Company (1998-2000). Ms.
Acton currently serves as a member of the Board of Directors and Audit and Finance Committees of Beazer Homes USA,
Inc. (homebuilding, 2012-present).
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Albert R. Gamper, Jr. (1942)
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Year of Election or Appointment: 2007
Mr. Gamper is Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds (2012-present).
Prior to his retirement in December 2004, Mr. Gamper served as Chairman of the Board of CIT Group Inc. (commercial
finance). During his tenure with CIT Group Inc. Mr. Gamper served in numerous senior management positions, including
Chairman (1987-1989; 1999-2001; 2002-2004), Chief Executive Officer (1987-2004), and President (2002-2003). Mr.
Gamper currently serves as a member of the Board of Directors of Public Service Enterprise Group (utilities,
2000-present), a member of the Board of Trustees, Rutgers University (2004-present), and Chairman of the Board of
Barnabas Health Care System. Previously, Mr. Gamper served as Vice Chairman of the Independent Trustees of the Fixed
Income and Asset Allocation Funds (2011-2012) and as Chairman of the Board of Governors, Rutgers University
(2004-2007).
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Robert F. Gartland (1951)
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Year of Election or Appointment: 2010
Mr. Gartland is Chairman and an investor in Gartland and Mellina Group Corp. (consulting, 2009-present). Previously,
Mr. Gartland served as a partner and investor of Vietnam Partners LLC (investments and consulting, 2008-2011). Prior to
his retirement, Mr. Gartland held a variety of positions at Morgan Stanley (financial services, 1979-2007) including
Managing Director (1987-2007).
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Arthur E. Johnson (1947)
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Year of Election or Appointment: 2008
Mr. Johnson serves as a member of the Board of Directors of Eaton Corporation (diversified power management,
2009-present), AGL Resources, Inc. (holding company, 2002-present) and Booz Allen Hamilton (management
consulting, 2011-present). Prior to his retirement, Mr. Johnson served as Senior Vice President of Corporate Strategic
Development of Lockheed Martin Corporation (defense contractor, 1999-2009). He previously served on the Board of
Directors of IKON Office Solutions, Inc. (1999-2008) and Delta Airlines (2005-2007). Mr. Arthur E. Johnson is not
related to Ms. Abigail P. Johnson.
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Michael E. Kenneally (1954)
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Year of Election or Appointment: 2009
Mr. Kenneally served as a Member of the Advisory Board for certain Fidelity Fixed Income and Asset Allocation Funds
before joining the Board of Trustees (2008-2009). Prior to his retirement, Mr. Kenneally served as Chairman and Global
Chief Executive Officer of Credit Suisse Asset Management. Before joining Credit Suisse, he was an Executive Vice
President and Chief Investment Officer for Bank of America Corporation. Earlier roles at Bank of America included
Director of Research, Senior Portfolio Manager and Research Analyst, and Mr. Kenneally was awarded the Chartered
Financial Analyst (CFA) designation in 1991.
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James H. Keyes (1940)
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Year of Election or Appointment: 2007
Mr. Keyes serves as a member of the Board and Non-Executive Chairman of Navistar International Corporation
(manufacture and sale of trucks, buses, and diesel engines, since 2002). Previously, Mr. Keyes served as a member of the
Board of Pitney Bowes, Inc. (integrated mail, messaging, and document management solutions, 1998-2013). Prior to his
retirement, Mr. Keyes served as Chairman and Chief Executive Officer of Johnson Controls (automotive, building, and
energy, 1998-2002) and as a member of the Board of LSI Logic Corporation (semiconductor technologies, 1984-2008).
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Marie L. Knowles (1946)
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Year of Election or Appointment: 2001
Ms. Knowles is Vice Chairman of the Independent Trustees of the Fixed Income and Asset Allocation Funds
(2012-present). Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief
Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a
Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO
from 1996 to 1998. Ms. Knowles currently serves as a Director and Chairman of the Audit Committee of McKesson
Corporation (healthcare service, since 2002). Ms. Knowles is a member of the Board of the Catalina Island Conservancy
and of the Santa Catalina Island Company (2009-present). She also serves as a member of the Advisory Board for the
School of Engineering of the University of Southern California. Previously, Ms. Knowles served as a Director of Phelps
Dodge Corporation (copper mining and manufacturing, 1994-2007), URS Corporation (engineering and construction,
2000-2003) and America West (airline, 1999-2002).
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Kenneth L. Wolfe (1939)
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Year of Election or Appointment: 2007
Prior to his retirement, Mr. Wolfe served as Chairman and a Director (2007-2009) and Chairman and Chief Executive
Officer (1994-2001) of Hershey Foods Corporation. He also served as a member of the Boards of Adelphia
Communications Corporation (telecommunications, 2003-2006), Bausch & Lomb, Inc. (medical/pharmaceutical,
1993-2007), and Revlon, Inc. (personal care products, 2004-2009). Mr. Wolfe previously served as Chairman of the
Independent Trustees of the Fixed Income and Asset Allocation Funds (2008-2012).
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+
The information above includes each Trustee's principal occupation during the last five years and other information relating to the
experience, attributes, and skills relevant to each Trustee's qualifications to serve as a Trustee, which led to the conclusion that each
Trustee should serve as a Trustee for each fund.
Executive Officers
:
Correspondence intended for each executive officer may be sent to Fidelity Investments, 245 Summer Street, Boston, Massachusetts
02210.
Name, Year of Birth; Principal Occupation
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Stephanie J. Dorsey (1969)
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Year of Election or Appointment: 2013
President and Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Dorsey also serves as Treasurer and
Chief Financial Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2013-present),
Assistant Treasurer of other Fidelity funds (2010-present), and is an employee of Fidelity Investments (2008-present).
Previously, Ms. Dorsey served as Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds (2008-2013),
Treasurer (2004-2008) of the JPMorgan Mutual Funds and Vice President (2004-2008) of JPMorgan Chase Bank.
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Charles S. Morrison (1960)
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Year of Election or Appointment: 2012
Vice President of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Morrison also serves as President, Fixed
Income and is an employee of Fidelity Investments. Previously, Mr. Morrison served as Vice President of Fidelity's
Money Market Funds (2005-2009), President, Money Market Group Leader of FMR (2009), and Senior Vice President,
Money Market Group of FMR (2004-2009). Mr. Morrison also served as Vice President of Fidelity's Bond Funds
(2002-2005), certain Balanced Funds (2002-2005), and certain Asset Allocation Funds (2002-2007), and as Senior Vice
President (2002-2005) of Fidelity's Fixed Income Division.
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Derek L. Young (1964)
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Year of Election or Appointment: 2009
Vice President of Fidelity's Asset Allocation Funds. Mr. Young is also a Trustee of other investment companies advised
by Strategic Advisers, Inc. (Strategic Advisers) (2012-present), President and a Director of Strategic Advisers
(2011-present), President of Fidelity Global Asset Allocation (GAA) (2011-present), and Vice Chairman of Pyramis
Global Advisors LLC (2011-present). Previously, Mr. Young served as Chief Investment Officer of GAA (2009-2011) and
as a portfolio manager.
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Bruce T. Herring (1965)
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Year of Election or Appointment: 2013
Vice President of Fidelity's Asset Allocation Funds. Mr. Herring also serves as Vice President of other Fidelity funds
(2006-present), Chief Investment Officer of Fidelity Global Asset Allocation (GAA) (2013-present), Chief Investment
Officer and Director of Fidelity Management & Research (U.K.) Inc. (2010-present), Group Chief Investment Officer of
FMR, and President of Fidelity Research & Analysis Company (2010-present). Previously, Mr. Herring served as Vice
President (2005-2006) and Senior Vice President (2006-2007) of Fidelity Management & Research Company, Vice
President of FMR Co., Inc. (2001-2007) and as a portfolio manager for Fidelity U.S. Equity Funds.
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Scott C. Goebel (1968)
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Year of Election or Appointment: 2008
Secretary and Chief Legal Officer (CLO) of certain Fidelity funds. Mr. Goebel also serves as Secretary of Fidelity
Investments Money Management, Inc. (FIMM) (2010-present) and Fidelity Research and Analysis Company (FRAC)
(2010-present); Secretary and CLO of The North Carolina Capital Management Trust: Cash and Term Portfolios
(2008-present); General Counsel, Secretary, and Senior Vice President of FMR (2008-present) and FMR Co., Inc.
(2008-present); employed by FMR LLC or an affiliate (2001-present); Chief Legal Officer of Fidelity Management &
Research (Hong Kong) Limited (2008-present) and Assistant Secretary of Fidelity Management & Research (Japan) Inc.
(2008-present), and Fidelity Management & Research (U.K.) Inc. (2008-present). Previously, Mr. Goebel served as
Secretary and CLO of other Fidelity funds (2008-2013), as Assistant Secretary of FIMM (2008-2010), FRAC
(2008-2010), and the Funds (2007-2008) and as Vice President and Secretary of Fidelity Distributors Corporation (FDC)
(2005-2007).
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Marc Bryant (1966)
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Year of Election or Appointment: 2013
Assistant Secretary of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Bryant also serves as Secretary and Chief
Legal Officer (2010-present) and Secretary (2013-present) of other Fidelity funds and Senior Vice President and Deputy
General Counsel of Fidelity Investments. Prior to joining Fidelity Investments, Mr. Bryant served as a Senior Vice
President and the Head of Global Retail Legal for AllianceBernstein L.P. (2006-2010), and as the General Counsel for
ProFund Advisors LLC (2001-2006).
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Elizabeth Paige Baumann (1968)
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Year of Election or Appointment: 2012
Anti-Money Laundering (AML) Officer of the Fidelity funds. Ms. Baumann also serves as AML Officer of The North
Carolina Capital Management Trust: Cash and Term Portfolios (2012-present), Chief AML Officer of FMR LLC
(2012-present), and is an employee of Fidelity Investments. Previously, Ms. Baumann served as Vice President and
Deputy Anti-Money Laundering Officer (2007-2012).
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Christine Reynolds (1958)
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Year of Election or Appointment: 2008
Chief Financial Officer of the Fidelity funds. Ms. Reynolds became President of Fidelity Pricing and Cash Management
Services (FPCMS) in August 2008. Ms. Reynolds served as Chief Operating Officer of FPCMS (2007-2008). Previously,
Ms. Reynolds served as President, Treasurer, and Anti-Money Laundering officer of the Fidelity funds (2004-2007).
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Michael H. Whitaker (1967)
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Year of Election or Appointment: 2008
Chief Compliance Officer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Whitaker also serves as Chief
Compliance Officer of The North Carolina Capital Management Trust: Cash and Term Portfolios (2008-present).
Mr. Whitaker is an employee of Fidelity Investments (2007-present). Prior to joining Fidelity Investments, Mr. Whitaker
worked at MFS Investment Management where he served as Senior Vice President and Chief Compliance Officer
(2004-2006), and Assistant General Counsel.
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Joseph F. Zambello (1957)
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Year of Election or Appointment: 2011
Deputy Treasurer of the Fidelity funds. Mr. Zambello is an employee of Fidelity Investments. Previously, Mr. Zambello
served as Vice President of FMR's Program Management Group (2009-2011) and Vice President of the Transfer Agent
Oversight Group (2005-2009).
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Stephen Sadoski (1971)
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Year of Election or Appointment: 2013
Deputy Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Sadoski also serves as Deputy Treasurer of
other Fidelity funds (2012-present) and is an employee of Fidelity Investments (2012-present). Previously, Mr. Sadoski
served as Deputy Treasurer (2012-2013) and Assistant Treasurer (2012-2013) of other Fidelity funds, an assistant chief
accountant in the Division of Investment Management of the Securities and Exchange Commission (SEC) (2009-2012)
and as a senior manager at Deloitte & Touche LLP (1997-2009).
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Renee Stagnone (1975)
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Year of Election or Appointment: 2013
Deputy Treasurer of the Fidelity funds. Ms. Stagnone is an employee of Fidelity Investments.
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Adrien E. Deberghes (1967)
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Year of Election or Appointment: 2010
Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Mr. Deberghes also serves as President and
Treasurer (2013-present), Vice President and Assistant Treasurer (2011-present), and Deputy Treasurer (2008-present) of
other Fidelity funds, and is an employee of Fidelity Investments (2008-present). Previously, Mr. Deberghes served as
Deputy Treasurer of other Fidelity funds (2008-2013), Senior Vice President of Mutual Fund Administration at State
Street Corporation (2007-2008), Senior Director of Mutual Fund Administration at Investors Bank & Trust (2005-2007),
and Director of Finance for Dunkin' Brands (2000-2005).
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Chris Maher (1972)
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Year of Election or Appointment: 2013
Assistant Treasurer of the Fidelity funds. Mr. Maher is Vice President of Valuation Oversight and is an employee of
Fidelity Investments. Previously, Mr. Maher served as Vice President of Asset Management Compliance (2013), Vice
President of FMR's Program Management Group (2010-2013), and Vice President of Valuation Oversight (2008-2010).
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Kenneth B. Robins (1969)
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Year of Election or Appointment: 2009
Assistant Treasurer of the Fidelity Fixed Income and Asset Allocation Funds. Mr. Robins also serves as President and
Treasurer (2008-present) and Deputy Treasurer (2013-present) of other Fidelity funds and is an employee of Fidelity
Investments (2004-present). Mr. Robins serves as Executive Vice President of Fidelity Investments Money Management,
Inc. (FIMM) (2013-present). Previously, Mr. Robins served as President and Treasurer (2008-2013) and Deputy
Treasurer (2005-2008) of certain Fidelity funds, and Treasurer and Chief Financial Officer of The North Carolina Capital
Management Trust: Cash and Term Portfolios (2006-2008).
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Gary W. Ryan (1958)
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Year of Election or Appointment: 2005
Assistant Treasurer of certain Fidelity funds. Mr. Ryan is an employee of Fidelity Investments. Previously, Mr. Ryan
served as Assistant Treasurer of other Fidelity funds (2005-2013) and Vice President of Fund Reporting in Fidelity Pricing
and Cash Management Services (FPCMS) (1999-2005).
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Stacie M. Smith (1974)
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Year of Election or Appointment: 2013
Assistant Treasurer of Fidelity's Fixed Income and Asset Allocation Funds. Ms. Smith also serves as Deputy Treasurer
(2013-present) and Assistant Treasurer (2013-present) of other Fidelity funds and is an employee of Fidelity Investments
(2009-present). Previously, Ms. Smith served as Deputy Treasurer of certain Fidelity funds (2013) and Senior Audit
Manager of Ernst & Young LLP (1996-2009).
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Jonathan Davis (1968)
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Year of Election or Appointment: 2010
Assistant Treasurer of the Fidelity funds. Mr. Davis is also Assistant Treasurer of Fidelity Rutland Square Trust II and
Fidelity Commonwealth Trust II. Mr. Davis is an employee of Fidelity Investments. Previously, Mr. Davis served as Vice
President and Associate General Counsel of FMR LLC (2003-2010).
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Standing Committees of the Funds' Trustees.
The Board of Trustees has established various committees to support the Independent
Trustees in acting independently in pursuing the best interests of the funds and their shareholders. Currently, the Board of Trustees has
three standing committees. The members of each committee are Independent Trustees.
The Operations Committee is composed of all of the Independent Trustees, with Mr. Gamper currently serving as Chair. The committee
normally meets at least six times a year, or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee considers matters involving potential conflicts of
interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the
funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with
FMR, including insurance coverage and custody agreements. The committee has oversight of compliance issues not specifically within the
scope of any other committee. These matters include, but are not limited to, significant non-conformance with contract requirements and other
significant regulatory matters and recommending to the Board of Trustees the designation of a person to serve as the funds' CCO. The committee (i) serves as the primary point of contact for the CCO with regard to Board-related functions; (ii) oversees the annual performance review of
the CCO; (iii) makes recommendations concerning the CCO's compensation; and (iv) makes recommendations as needed in respect of the
removal of the CCO. 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 March 31, 2013, the committee held 48 meetings.
The Audit Committee is composed of all of the Independent Trustees, with Mr. Keyes currently serving as Chair. All committee
members must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement,
and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the SEC. The
committee normally meets four times a year, or more frequently as called by the Chair. The committee meets separately at least annually
with the funds' Treasurer, with the funds' Chief Financial Officer, with personnel responsible for the internal audit function of FMR LLC,
and with the funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the
work of the outside auditors employed by the funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of
internal accounting and financial controls of the funds and the funds' service providers (to the extent such controls impact the funds'
financial statements); (ii) the funds' auditors and the annual audits of the funds' financial statements; (iii) the financial reporting processes of the funds; (iv) whistleblower reports; and (v) the accounting policies and disclosures of the funds. The committee considers and
acts upon (i) the provision by any outside auditor of any non-audit services for any fund, and (ii) the provision by any outside auditor of
certain non-audit services to fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is
required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time
amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the funds. It is
responsible for approving all audit engagement fees and terms for the funds and for resolving disagreements between a fund and any
outside auditor regarding any fund's financial reporting. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the funds and any service providers consistent with the rules of the Public Company Accounting Oversight
Board. The committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring
of employees or former employees of the outside auditors. It oversees and receives reports on the funds' service providers' internal controls and reviews the adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant
deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to
adversely affect the funds' ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control
over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial
reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the
funds' or service providers internal controls over financial reporting. The committee will also review any correspondence with regulators
or governmental agencies or published reports that raise material issues regarding the funds' financial statements or accounting policies.
These matters may also be reviewed by the Operations Committee. The committee reviews at least annually a report from each outside
auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting
Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or
professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and
receive reports on the funds' financial reporting process, will discuss with FMR, the funds' Treasurer, outside auditors and, if appropriate,
internal audit personnel of FMR LLC their qualitative judgments about the appropriateness and acceptability of accounting principles
and financial disclosure practices used or proposed for adoption by the funds. The committee will review with FMR, the funds' outside
auditor, internal audit personnel of FMR LLC and, as appropriate, legal counsel the results of audits of the funds' financial statements.
The committee will review periodically the funds' major internal controls exposures and the steps that have been taken to monitor and
control such exposures. During the fiscal year ended March 31, 2013, the committee held six meetings.
The Fair Valuation Committee is composed of all of the Independent Trustees, with Mr. Johnson currently serving as Chair. The Committee normally meets quarterly, or more frequently as called by the Chair. The Fair Valuation Committee reviews and approves annually
Fair Value Committee Policies recommended by the FMR Fair Value Committee and oversees particular valuations or fair valuation
methodologies employed by the FMR Fair Value Committee as circumstances may require. The Committee also reviews actions taken by
the FMR Fair Value Committee. The Committee does not oversee the day-to-day operational aspects of the valuation and calculation of
the net asset value of the funds, which have been delegated to the FMR Fair Value Committee and Fidelity Service Company, Inc. (FSC).
During the fiscal year ended March 31, 2013, the committee held no meetings.
The Governance and Nominating Committee is composed of Mr. Gamper (Chair), Ms. Knowles (Vice Chair), and Mr. Johnson. The
committee meets as called by the Chair. With respect to fund governance and board administration matters, the committee periodically
reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation
of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees
on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative
committee under the retirement plan for Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for
Independent Trustees. It reviews the performance of legal counsel employed by the funds and the Independent Trustees. On behalf of the
Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent
Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board
administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at
meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable
to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any
changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other
developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in
order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the Board of
Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the
Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the
funds' or the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the
Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate
balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum
number of Independent Trustees required by law. The committee makes nominations for the election or appointment of Independent
Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee has the authority to
retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include
search firms to identify Independent Trustee candidates and board compensation consultants. The committee may conduct or authorize
investigations into or studies of matters within the committee's scope of responsibilities, and may retain, at the funds' expense, such
independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an
Independent Trustee of the funds, should be submitted to the Chair of the committee at the address maintained for communications with
Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for
evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates will possess the following
minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of the funds within the meaning of the 1940 Act;
(iii) does not have a material relationship (
e.g.,
commercial, banking, consulting, legal, or accounting) with the adviser, any sub-adviser
or their affiliates that could create an appearance of lack of independence in respect of the funds; (iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) ability to attend
regularly scheduled Board meetings during the year; (vi) demonstrates sound business judgment gained through broad experience in
significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial
or accounting knowledge to add value in the complex financial environment of the funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or
regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee
may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be
considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his
or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee. During the fiscal year
ended March 31, 2013, the committee held eight meetings.
The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in each fund
and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December 31, 2012.
Interested Trustees
|
DOLLAR RANGE OF
FUND SHARES
|
Abigail P. Johnson
|
James C. Curvey
|
Strategic Advisers Multi-Manager Income Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2005 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2010 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2015 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2020 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2025 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2030 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2035 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2040 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2045 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2050 Fund
|
none
|
none
|
Strategic Advisers Multi-Manager 2055 Fund
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
Independent Trustees
|
DOLLAR RANGE OF
FUND SHARES
|
Elizabeth S. Acton
*
|
Albert R. Gamper, Jr.
|
Robert F. Gartland
|
Arthur E. Johnson
|
Strategic Advisers Multi-Manager Income Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2005 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2010 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2015 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2020 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2025 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2030 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2035 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2040 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2045 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2050 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2055 Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
none
|
over $100,000
|
over $100,000
|
over $100,000
|
DOLLAR RANGE OF
FUND SHARES
|
Michael E. Kenneally
|
James H. Keyes
|
Marie L. Knowles
|
Kenneth L. Wolfe
|
Strategic Advisers Multi-Manager Income Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2005 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2010 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2015 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2020 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2025 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2030 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2035 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2040 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2045 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2050 Fund
|
none
|
none
|
none
|
none
|
Strategic Advisers Multi-Manager 2055 Fund
|
none
|
none
|
none
|
none
|
AGGREGATE DOLLAR RANGE OF
FUND SHARES IN ALL FUNDS
OVERSEEN WITHIN FUND FAMILY
|
over $100,000
|
over $100,000
|
over $100,000
|
over $100,000
|
* As of January 1, 2013.
The following table sets forth information describing the compensation of each Trustee for his or her services for the fiscal year ended
March 31, 2013, or calendar year ended December 31, 2012, as applicable.
Compensation Table
1
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Elizabeth S.
Acton
2
|
Albert R.
Gamper, Jr.
|
Robert F.
Gartland
|
Arthur E.
Johnson
|
|
Strategic Advisers Multi-Manager Income Fund
+
|
$ 1
|
$ 1
|
$ 1
|
$ 1
|
|
Strategic Advisers Multi-Manager 2005 Fund
+
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
|
Strategic Advisers Multi-Manager 2010 Fund
+
|
$ 2
|
$ 2
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2015 Fund
+
|
$ 2
|
$ 2
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2020 Fund
+
|
$ 4
|
$ 5
|
$ 4
|
$ 4
|
|
Strategic Advisers Multi-Manager 2025 Fund
+
|
$ 2
|
$ 3
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2030 Fund
+
|
$ 3
|
$ 4
|
$ 3
|
$ 3
|
|
Strategic Advisers Multi-Manager 2035 Fund
+
|
$ 2
|
$ 2
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2040 Fund
+
|
$ 2
|
$ 2
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2045 Fund
+
|
$ 1
|
$ 1
|
$ 1
|
$ 1
|
|
Strategic Advisers Multi-Manager 2050 Fund
+
|
$ 1
|
$ 1
|
$ 1
|
$ 1
|
|
Strategic Advisers Multi-Manager 2055 Fund
+
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
A
|
$ 0
|
$ 423,625
|
$ 370,500
|
$ 368,000
|
|
AGGREGATE
COMPENSATION
FROM A FUND
|
Michael E.
Kenneally
|
James H.
Keyes
|
Marie L.
Knowles
|
Kenneth L.
Wolfe
|
|
Strategic Advisers Multi-Manager Income Fund
+
|
$ 1
|
$ 1
|
$ 1
|
$ 1
|
|
Strategic Advisers Multi-Manager 2005 Fund
+
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
|
Strategic Advisers Multi-Manager 2010 Fund
+
|
$ 2
|
$ 2
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2015 Fund
+
|
$ 2
|
$ 2
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2020 Fund
+
|
$ 4
|
$ 4
|
$ 5
|
$ 4
|
|
Strategic Advisers Multi-Manager 2025 Fund
+
|
$ 2
|
$ 2
|
$ 3
|
$ 2
|
|
Strategic Advisers Multi-Manager 2030 Fund
+
|
$ 3
|
$ 3
|
$ 3
|
$ 3
|
|
Strategic Advisers Multi-Manager 2035 Fund
+
|
$ 2
|
$ 2
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2040 Fund
+
|
$ 2
|
$ 2
|
$ 2
|
$ 2
|
|
Strategic Advisers Multi-Manager 2045 Fund
+
|
$ 1
|
$ 1
|
$ 1
|
$ 1
|
|
Strategic Advisers Multi-Manager 2050 Fund
+
|
$ 1
|
$ 1
|
$ 1
|
$ 1
|
|
Strategic Advisers Multi-Manager 2055 Fund
+
|
$ 0
|
$ 0
|
$ 0
|
$ 0
|
|
TOTAL COMPENSATION
FROM THE FUND COMPLEX
A
|
$ 368,000
|
$ 383,417
|
$ 403,208
|
$ 414,250
|
|
1
Abigail P. Johnson and James C. Curvey are interested persons and are compensated by FMR.
2
Effective January 1, 2013, Ms. Acton serves as a Member of the Board of Trustees of Fidelity Boylston Street Trust.
+
Estimated for the fund's first full year.
A
Reflects compensation received for the calendar year ended December 31, 2012 for 219 funds of 29 trusts (including Fidelity Central
Investment Portfolios II LLC). Compensation figures include cash and may include amounts deferred at the election of Trustees.
Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Robert F. Gartland,
$180,000.
As of March 31, 2013, the Trustees and officers of each fund owned, in the aggregate, less than 1% of each fund's total outstanding
shares.
As of March 31, 2013, the following owned of record and/or beneficially 5% or more of the outstanding shares of a fund:
Fund Name
|
Owner Name
|
City
|
State
|
Ownership %
|
Strategic Advisers Multi-Manager Income Fund
|
FIMM LLC
|
Boston
|
MA
|
100%
|
Strategic Advisers Multi-Manager 2005 Fund
|
FIMM LLC
|
Boston
|
MA
|
99.97%
|
Strategic Advisers Multi-Manager 2010 Fund
|
FIMM LLC
|
Boston
|
MA
|
100%
|
Strategic Advisers Multi-Manager 2015 Fund
|
FIMM LLC
|
Boston
|
MA
|
100%
|
Strategic Advisers Multi-Manager 2020 Fund
|
FIMM LLC
|
Boston
|
MA
|
99.97%
|
Strategic Advisers Multi-Manager 2025 Fund
|
FIMM LLC
|
Boston
|
MA
|
99.97%
|
Strategic Advisers Multi-Manager 2030 Fund
|
FIMM LLC
|
Boston
|
MA
|
99.96%
|
Strategic Advisers Multi-Manager 2035 Fund
|
FIMM LLC
|
Boston
|
MA
|
83.43%
|
Strategic Advisers Multi-Manager 2035 Fund
|
Dierdorf
|
Charlestown
|
MA
|
16.55%
|
Strategic Advisers Multi-Manager 2040 Fund
|
FIMM LLC
|
Boston
|
MA
|
100%
|
Strategic Advisers Multi-Manager 2045 Fund
|
FIMM LLC
|
Boston
|
MA
|
100%
|
Strategic Advisers Multi-Manager 2050 Fund
|
FIMM LLC
|
Boston
|
MA
|
99.95%
|
Strategic Advisers Multi-Manager 2055 Fund
|
FIMM LLC
|
Boston
|
MA
|
100%
|
As of March 31, 2013, approximately 100% of Strategic Advisers Multi-Manager Income Fund's total outstanding shares was held of
record and/or beneficially by FIMM LLC, Boston, MA; approximately 99.97% of Strategic Advisers Multi-Manager 2005 Fund's total
outstanding shares was held of record and/or beneficially by FIMM LLC, Boston, MA; approximately 100% of Strategic Advisers Multi-Manager 2010 Fund's total outstanding shares was held of record and/or beneficially by FIMM LLC, Boston, MA; approximately 100%
of Strategic Advisers Multi-Manager 2015 Fund's total outstanding shares was held of record and/or beneficially by FIMM LLC, Boston,
MA; approximately 99.97% of Strategic Advisers Multi-Manager 2020 Fund's total outstanding shares was held of record and/or beneficially by FIMM LLC, Boston, MA; approximately 99.97% of Strategic Advisers Multi-Manager 2025 Fund's total outstanding shares
was held of record and/or beneficially by FIMM LLC, Boston, MA; approximately 99.96% of Strategic Advisers Multi-Manager 2030
Fund's total outstanding shares was held of record and/or beneficially by FIMM LLC, Boston, MA; approximately 83.43% of Strategic
Advisers Multi-Manager 2035 Fund's total outstanding shares was held of record and/or beneficially by FIMM LLC, Boston, MA;
approximately 100% of Strategic Advisers Multi-Manager 2040 Fund's total outstanding shares was held of record and/or beneficially by
FIMM LLC, Boston, MA; approximately 100% of Strategic Advisers Multi-Manager 2045 Fund's total outstanding shares was held of
record and/or beneficially by FIMM LLC, Boston, MA; approximately 99.95% of Strategic Advisers Multi-Manager 2050 Fund's total
outstanding shares was held of record and/or beneficially by FIMM LLC, Boston, MA; and approximately 100% of Strategic Advisers
Multi-Manager 2055 Fund's total outstanding shares was held of record and/or beneficially by FIMM LLC, Boston, MA.
A shareholder owning of record or beneficially more than 25% of a fund's outstanding shares may be considered a controlling person.
That shareholder's vote could have a more significant effect on matters presented at a shareholders' meeting than votes of other shareholders.
CONTROL
OF
INVESTMENT ADVISERS
FMR LLC, as successor by merger to FMR Corp., is the ultimate parent company of FMR and Strategic Advisers. The voting common
shares of FMR LLC are divided into two series. Series B is held predominantly by members of the Abigail P. Johnson family, directly or
through trusts, and is entitled to 49% of the vote on any matter acted upon by the voting common shares. Series A is held predominantly by
non-Johnson family member employees of FMR LLC and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B shares will
be voted in accordance with the majority vote of Series B shares. Under the 1940 Act, control of a company is presumed where one
individual or group of individuals owns more than 25% of the voting securities of that company. Therefore, through their ownership of
voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under
the 1940 Act, to form a controlling group with respect to FMR LLC.
At present, the primary business activities of FMR LLC and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the
provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation
of a number of emerging businesses.
FMR, Strategic Advisers, FDC, and the funds have adopted a code of ethics under Rule 17j-1 of the 1940 Act that sets forth employees'
fiduciary responsibilities regarding the funds, establishes procedures for personal investing, and restricts certain transactions. Employees
subject to the code of ethics, including Fidelity investment personnel, may invest in securities for their own investment accounts, including
securities that may be purchased or held by the funds.
MANAGEMENT
CONTRACTS
Each Strategic Advisers Multi-Manager Target Date Fund has entered into a management contract with Strategic Advisers, pursuant to
which Strategic Advisers furnishes investment advisory and other services.
Management Services.
Under the terms of its management contract with each fund, Strategic Advisers acts as investment adviser and,
subject to the supervision of the Board of Trustees, directs the investments of the fund in accordance with its investment objective, policies and
limitations. Strategic Advisers is authorized, in its discretion, to allocate each fund's assets among the underlying funds in which the fund may
invest. Strategic Advisers also provides each fund with all necessary office facilities and personnel for servicing the fund's investments and
compensates all personnel of each fund or Strategic Advisers performing services relating to research, statistical and investment activities.
Strategic Advisers in turn has entered into administration agreements with FMR on behalf of each Strategic Advisers Multi-Manager Target
Date Fund. Under the terms of each administration agreement, FMR or its affiliates provide the management and administrative services (other
than investment advisory services) necessary for the operation of each Strategic Advisers Multi-Manager Target Date Fund. These services
include providing facilities for maintaining each fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with each fund; preparing all general shareholder communications and conducting shareholder
relations; maintaining each fund's records and the registration of each fund's shares under federal securities laws and making necessary filings
under state laws; developing management and shareholder services for each fund; and furnishing reports, evaluations and analyses on a variety
of subjects to the Trustees.
Management-Related Expenses.
Under the terms of each Strategic Advisers Multi-Manager Target Date Fund's management contract,
Strategic Advisers, either itself or through an affiliate, is responsible for payment of all operating expenses of each Strategic Advisers Multi-Manager Target Date Fund with certain exceptions. Under the terms of each administration agreement, FMR pays certain management and
administrative expenses (other than investment advisory expenses) for which Strategic Advisers is responsible. FMR compensates all officers
of each fund and all Trustees who are interested persons of the trust, Strategic Advisers, or FMR. FMR also pays all fees associated with pricing
and bookkeeping services and the cost of administration of each Strategic Advisers Multi-Manager Target Date Fund's securities lending program.
Each Strategic Advisers Multi-Manager Target Date Fund pays the following expenses: fees and expenses of the Independent Trustees,
interest on borrowings, taxes, brokerage commissions and other costs in connection with the purchase or sale of securities and other investment
instruments (if any), transfer agent fees and other expenses, shareholder charges (if any) associated with investing in the underlying funds, and
such non-recurring expenses as may arise, including costs of any litigation to which a fund may be a party, and any obligation it may have to
indemnify the officers and Trustees with respect to litigation.
Management Fees.
Each Strategic Advisers Multi-Manager Target Date Fund does not pay a management fee to Strategic Advisers.
FMR receives no fee for the services provided under each administration agreement and pays all other expenses of each Strategic
Advisers Multi-Manager Target Date Fund with limited exceptions.
FMR may, from time to time, voluntarily reimburse all or a portion of a Strategic Advisers Multi-Manager Target Date Fund's operating
expenses. FMR retains the ability to be repaid for these expense reimbursements in the amount that expenses fall below the limit prior to
the end of the fiscal year.
Expense reimbursements will increase returns, and repayment of the reimbursement will decrease returns.
Andrew Dierdorf and Christopher Sharpe are co-managers of each Strategic Advisers Multi-Manager Target Date Fund and receive
compensation for their services. As of March 31, 2013, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and,
if applicable, relocation plan benefits. A portion of each portfolio manager's compensation may be deferred based on criteria established
by FMR or at the election of the portfolio manager.
Each portfolio manager's base salary is determined by level of responsibility and tenure at FMR or its affiliates. Each portfolio manager's bonus is based on several components. The components of each portfolio manager's bonus are based on (i) the pre-tax investment
performance of the portfolio manager's fund(s) and account(s) measured against a benchmark index (which may be a customized benchmark index developed by FMR) assigned to each fund or account, and (ii) the investment performance of other funds and accounts. The
pre-tax investment performance of each portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s)
and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over
the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his
tenure, but that eventually encompasses rolling periods of up to five years for the comparison to a benchmark index. A subjective component of each portfolio manager's bonus is based on the portfolio manager's overall contribution to management of FMR. The portion of
each portfolio manager's bonus that is linked to the investment performance of each Strategic Advisers Multi-Manager Target Date Fund
is based on the fund's pre-tax investment performance relative to the performance of the fund's customized benchmark composite index,
on which the fund's target asset allocation is based over time. For the three- and five-year periods, the bonus takes into account a portfolio
manager's performance in terms of his management of investment risk at the Strategic Advisers Multi-Manager Target Date Fund level.
Each portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset
value of the stock of FMR LLC, FMR's parent company. FMR LLC is a diverse financial services company engaged in various activities
that include fund management, brokerage, retirement, and employer administrative services. If requested to relocate their primary residence, portfolio managers also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses,
under relocation plans for most full-time employees of FMR LLC and its affiliates.
A portfolio manager's compensation plan may give rise to potential conflicts of interest. Although investors in a fund may invest
through either tax-deferred accounts or taxable accounts, a portfolio manager's compensation is linked to the pre-tax performance of the
fund, rather than its after-tax performance. A portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly
link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts
(including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In
addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by FMR or an affiliate. A portfolio manager may execute transactions
for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the securities selected for the fund. Portfolio managers may be permitted to invest in the funds they manage, even
if a fund is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a
fund's Code of Ethics.
The following table provides information relating to other accounts managed by Mr. Dierdorf as of March 31, 2013:
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
Number of Accounts Managed
|
100
|
188
|
22
|
Number of Accounts Managed with Performance-Based Advisory Fees
|
none
|
none
|
none
|
Assets Managed (in millions)
|
$ 172,421
|
$ 31,564
|
$ 2,179
|
Assets Managed with Performance-Based Advisory Fees (in millions)
|
none
|
none
|
none
|
* Includes Strategic Advisers Multi-Manager Income Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2005
Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2010 Fund ($0 (in millions) assets managed), Strategic
Advisers Multi-Manager 2015 Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2020 Fund ($0 (in
millions) assets managed), Strategic Advisers Multi-Manager 2025 Fund ($0 (in millions) assets managed), Strategic Advisers
Multi-Manager 2030 Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2035 Fund ($0 (in millions) assets
managed), Strategic Advisers Multi-Manager 2040 Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2045
Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2050 Fund ($0 (in millions) assets managed), and
Strategic Advisers Multi-Manager 2055 Fund ($0 (in millions) assets managed). The amount of assets managed of a fund reflects
trades and other assets as of the close of the business day prior to the fund's fiscal year-end.
The following table provides information relating to other accounts managed by Mr. Sharpe as of March 31, 2013:
|
Registered
Investment
Companies
*
|
Other Pooled
Investment
Vehicles
|
Other
Accounts
|
Number of Accounts Managed
|
101
|
177
|
22
|
Number of Accounts Managed with Performance-Based Advisory Fees
|
1
|
none
|
none
|
Assets Managed (in millions)
|
$ 175,298
|
$ 29,569
|
$ 3,090
|
Assets Managed with Performance-Based Advisory Fees (in millions)
|
$ 3,309
|
none
|
none
|
* Includes Strategic Advisers Multi-Manager Income Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2005
Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2010 Fund ($0 (in millions) assets managed), Strategic
Advisers Multi-Manager 2015 Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2020 Fund ($0 (in
millions) assets managed), Strategic Advisers Multi-Manager 2025 Fund ($0 (in millions) assets managed), Strategic Advisers
Multi-Manager 2030 Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2035 Fund ($0 (in millions) assets
managed), Strategic Advisers Multi-Manager 2040 Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2045
Fund ($0 (in millions) assets managed), Strategic Advisers Multi-Manager 2050 Fund ($0 (in millions) assets managed), and
Strategic Advisers Multi-Manager 2055 Fund ($0 (in millions) assets managed). The amount of assets managed of a fund reflects
trades and other assets as of the close of the business day prior to the fund's fiscal year-end.
The following table sets forth the dollar range of fund shares beneficially owned by each portfolio manager as of March 31, 2013:
DOLLAR RANGE OF FUND SHARES OWNED AS OF MARCH 31, 2013
|
|
Strategic
Advisers
Multi-
Manager
Income
Fund
|
Strategic
Advisers
Multi-
Manager
2005
Fund
|
Strategic
Advisers
Multi-
Manager
2010
Fund
|
Strategic
Advisers
Multi-
Manager
2015
Fund
|
Strategic
Advisers
Multi-
Manager
2020
Fund
|
Strategic
Advisers
Multi-
Manager
2025
Fund
|
Strategic
Advisers
Multi-
Manager
2030
Fund
|
Strategic
Advisers
Multi-
Manager
2035
Fund
|
Strategic
Advisers
Multi-
Manager
2040
Fund
|
Strategic
Advisers
Multi-
Manager
2045
Fund
|
Strategic
Advisers
Multi-
Manager
2050
Fund
|
Strategic
Advisers
Multi-
Manager
2055
Fund
|
Andrew
Dierdorf
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
$ 10,001 -
$ 50,000
|
none
|
none
|
none
|
none
|
Christopher
Sharpe
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
none
|
PROXY
VOTING
GUIDELINES
The following Proxy Voting Guidelines were established by the Board of Trustees of the Fidelity funds, after consultation with
Fidelity. (The guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity funds, and, accordingly,
are subject to change.)
I. General Principles
A. Voting of shares will be conducted in a manner consistent with the best interests of Fidelity Fund shareholders as follows: (i) securities of a portfolio company will generally be voted in a manner consistent with the Guidelines; and (ii)
voting will be done without regard to any other Fidelity companies' relationship, business or otherwise, with that portfolio company.
B. FMR Investment Proxy Research votes proxies. Like other Fidelity employees, Investment Proxy Research employees
have a fiduciary duty to never place their own personal interest ahead of the interests of Fidelity Fund shareholders,
and are instructed to avoid actual and apparent conflicts of interest. In the event of a conflict of interest, Investment
Proxy Research employees, like other Fidelity employees, will escalate to their managers or the Ethics Office, as appropriate, in accordance with Fidelity's corporate policy on conflicts of interest. A conflict of interest arises when
there are factors that may prompt one to question whether a Fidelity employee is acting solely on the best interests of
Fidelity and its customers. Employees are expected to avoid situations that could present even the appearance of a conflict between their interests and the interests of Fidelity and its customers.
C. Except as set forth herein, FMR will generally vote in favor of routine management proposals.
D. Non-routine proposals will generally be voted in accordance with the Guidelines.
E. Non-routine proposals not covered by the Guidelines or involving other special circumstances will be evaluated on a
case-by-case basis with input from the appropriate FMR analyst or portfolio manager, as applicable, subject to review
by an attorney within FMR's General Counsel's office and a member of senior management within FMR Investment
Proxy Research. A significant pattern of such proposals or other special circumstances will be referred to the appropriate Fidelity Fund Board Committee or its designee.
F. FMR will vote on shareholder proposals not specifically addressed by the Guidelines based on an evaluation of a proposal's likelihood to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value. Where information is not readily available to analyze the economic impact of the proposal, FMR will generally abstain.
G. Many Fidelity Funds invest in voting securities issued by companies that are domiciled outside the United States and
are not listed on a U.S. securities exchange. Corporate governance standards, legal or regulatory requirements and disclosure practices in foreign countries can differ from those in the United States. When voting proxies relating to non-U.S. securities, FMR will generally evaluate proposals in the context of the Guidelines and where applicable and feasible, take into consideration differing laws, regulations and practices in the relevant foreign market in determining how
to vote shares.
H. In certain non-U.S. jurisdictions, shareholders voting shares of a portfolio company may be restricted from trading the
shares for a period of time around the shareholder meeting date. Because such trading restrictions can hinder portfolio
management and could result in a loss of liquidity for a fund, FMR will generally not vote proxies in circumstances
where such restrictions apply. In addition, certain non-U.S. jurisdictions require voting shareholders to disclose current
share ownership on a fund-by-fund basis. When such disclosure requirements apply, FMR will generally not vote
proxies in order to safeguard fund holdings information.
I. Where a management-sponsored proposal is inconsistent with the Guidelines, FMR may receive a company's commitment to modify the proposal or its practice to conform to the Guidelines, and FMR will generally support management
based on this commitment. If a company subsequently does not abide by its commitment, FMR will generally withhold authority for the election of directors at the next election.
II. Definitions (as used in this document)
A. Anti-Takeover Provision - includes fair price amendments; classified boards; "blank check" preferred stock; Golden
Parachutes; supermajority provisions; Poison Pills; restricting the right to call special meetings; provisions restricting
the right of shareholders to set board size; and any other provision that eliminates or limits shareholder rights.
B. Golden Parachute - Employment contracts, agreements, or policies that include an excise tax gross-up provision;
single trigger for cash incentives; or may result in a lump sum payment of cash and acceleration of equity that may
total more than three times annual compensation (salary and bonus) in the event of a termination following a change in
control.
C. Greenmail - payment of a premium to repurchase shares from a shareholder seeking to take over a company through a
proxy contest or other means.
D. Sunset Provision - a condition in a charter or plan that specifies an expiration date.
E. Permitted Bid Feature - a provision suspending the application of a Poison Pill, by shareholder referendum, in the
event a potential acquirer announces a bona fide offer for all outstanding shares.
F. Poison Pill - a strategy employed by a potential take-over / target company to make its stock less attractive to an acquirer.
Poison Pills are generally designed to dilute the acquirer's ownership and value in the event of a take-over.
G. Large-Capitalization Company - a company included in the Russell 1000
®
Index or the Russell Global ex-U.S. Large
Cap Index.
H. Small-Capitalization Company - a company not included in the Russell 1000
®
Index or the Russell Global ex-U.S. Large
Cap Index that is not a Micro-Capitalization Company.
I. Micro-Capitalization Company - a company with a market capitalization under US $300 million.
J. Evergreen Provision - a feature which provides for an automatic increase in the shares available for grant under an
equity award plan on a regular basis.
III. Directors
A. Incumbent Directors
FMR will generally vote in favor of incumbent and nominee directors except where one or more such directors clearly
appear to have failed to exercise reasonable judgment. FMR will also generally withhold authority for the election of
all directors or directors on responsible committees if:
1. An Anti-Takeover Provision was introduced, an Anti-Takeover Provision was extended, or a new Anti-Takeover Provision was adopted upon the expiration of an existing Anti-Takeover Provision, without shareholder approval except as
set forth below.
With respect to Poison Pills, however, FMR will consider not withholding authority on the election of directors if
all of the following conditions are met when a Poison Pill is introduced, extended, or adopted:
a. The Poison Pill includes a Sunset Provision of less than five years;
b. The Poison Pill includes a Permitted Bid Feature;
c. The Poison Pill is linked to a business strategy that will result in greater value for the shareholders; and
d. Shareholder approval is required to reinstate the Poison Pill upon expiration.
FMR will also consider not withholding authority on the election of directors when one or more of the conditions
above are not met if a board is willing to strongly consider seeking shareholder ratification of, or adding above
conditions noted a. and b. to an existing Poison Pill. In such a case, if the company does not take appropriate action
prior to the next annual shareholder meeting, FMR will withhold authority on the election of directors.
2. The company refuses, upon request by FMR, to amend the Poison Pill to allow Fidelity to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities.
3. Within the last year and without shareholder approval, a company's board of directors or compensation committee
has repriced outstanding options, exchanged outstanding options for equity, or tendered cash for outstanding options.
4. Executive compensation appears misaligned with shareholder interests or otherwise problematic, taking into account
such factors as: (i) whether the company has an independent compensation committee; (ii) whether the compensation
committee engaged independent compensation consultants; (iii) whether, in the case of stock awards, the restriction
period was less than three years for non-performance-based awards, and less than one year for performance-based
awards; (iv) whether the compensation committee has lapsed or waived equity vesting restrictions; and (v) whether the
company has adopted or extended a Golden Parachute without shareholder approval.
5. To gain FMR's support on a proposal, the company made a commitment to modify a proposal or practice to conform to the Guidelines and the company has failed to act on that commitment.
6. The director attended fewer than 75% of the aggregate number of meetings of the board or its committees on
which the director served during the company's prior fiscal year, absent extenuating circumstances.
7. The board is not composed of a majority of independent directors.
B. Indemnification
FMR will generally vote in favor of charter and by-law amendments expanding the indemnification of directors and/or
limiting their liability for breaches of care unless FMR is otherwise dissatisfied with the performance of management
or the proposal is accompanied by Anti-Takeover Provisions.
C. Independent Chairperson
FMR will generally vote against shareholder proposals calling for or recommending the appointment of a
non-executive or independent chairperson. However, FMR will consider voting for such proposals in limited cases if,
based upon particular facts and circumstances, appointment of a non-executive or independent chairperson appears
likely to further the interests of shareholders and to promote effective oversight of management by the board of
directors.
D. Majority Director Elections
FMR will generally vote in favor of proposals calling for directors to be elected by an affirmative majority of votes
cast in a board election, provided that the proposal allows for plurality voting standard in the case of contested
elections (i.e., where there are more nominees than board seats). FMR may consider voting against such shareholder
proposals where a company's board has adopted an alternative measure, such as a director resignation policy, that
provides a meaningful alternative to the majority voting standard and appropriately addresses situations where an
incumbent director fails to receive the support of a majority of the votes cast in an uncontested election.
IV. Compensation
A. Executive Compensation
1. Advisory votes on executive compensation
a. FMR will generally vote for proposals to ratify executive compensation unless such compensation appears
misaligned with shareholder interests or otherwise problematic, taking into account such factors as, among
other things, (i) whether the company has an independent compensation committee; (ii) whether the
compensation committee engaged independent compensation consultants; (iii) whether, in the case of stock
awards, the restriction period was less than three years for non-performance-based awards, and less than one
year for performance-based awards; (iv) whether the compensation committee has lapsed or waived equity
vesting restriction; and (v) whether the company has adopted or extended a Golden Parachute without shareholder approval.
b. FMR will generally vote against proposals to ratify Golden Parachutes.
2. Frequency of advisory vote on executive compensation
FMR will generally support annual advisory votes on executive compensation.
B. Equity award plans (including stock options, restricted stock awards, and other stock awards).
FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:
1. (a) The company's average three year burn rate is greater than 1.5% for a Large-Capitalization Company, 2.5% for
a Small-Capitalization Company or 3.5% for a Micro-Capitalization Company; and (b) there were no circumstances specific to the company or the plans that lead FMR to conclude that the burn rate is acceptable.
2. In the case of stock option plans, (a) the offering price of options is less than 100% of fair market value on the date of
grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in
lieu of salary or cash bonus; (b) the plan's terms allow repricing of underwater options; or (c) the board/committee has
repriced options outstanding under the plan in the past two years without shareholder approval.
3. The plan includes an Evergreen Provision.
4. The plan provides for the acceleration of vesting of equity awards even though an actual change in control may
not occur.
C. Equity Exchanges and Repricing
FMR will generally vote in favor of a management proposal to exchange, reprice or tender for cash, outstanding
options if the proposed exchange, repricing, or tender offer is consistent with the interests of shareholders, taking into
account such factors as:
1. Whether the proposal excludes senior management and directors;
2. Whether the exchange or repricing proposal is value neutral to shareholders based upon an acceptable pricing
model;
3. The company's relative performance compared to other companies within the relevant industry or industries;
4. Economic and other conditions affecting the relevant industry or industries in which the company competes; and
5. Any other facts or circumstances relevant to determining whether an exchange or repricing proposal is consistent
with the interests of shareholders.
D. Employee Stock Purchase Plans
FMR will generally vote in favor of employee stock purchase plans if the minimum stock purchase price is equal to or
greater than 85% of the stock's fair market value and the plan constitutes a reasonable effort to encourage broad based
participation in the company's equity. In the case of non-U.S. company stock purchase plans, FMR may permit a lower
minimum stock purchase price equal to the prevailing "best practices" in the relevant non-U.S. market, provided that
the minimum stock purchase price must be at least 75% of the stock's fair market value.
E. Employee Stock Ownership Plans (ESOPs)
FMR will generally vote in favor of non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's
state of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP,
and number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution
effect of the purchase. FMR will generally vote against leveraged ESOPs if all outstanding loans are due immediately
upon change in control.
F. Bonus Plans and Tax Deductibility Proposals
FMR will generally vote in favor of cash and stock incentive plans that are submitted for shareholder approval in order
to qualify for favorable tax treatment under Section 162(m) of the Internal Revenue Code, provided that the plan
includes well defined and appropriate performance criteria, and with respect to any cash component, that the
maximum award per participant is clearly stated and is not unreasonable or excessive.
V. Anti-Takeover Provisions
FMR will generally vote against a proposal to adopt or approve the adoption of an Anti-Takeover Provision unless:
A. The Poison Pill includes the following features:
1. A Sunset Provision of no greater than five years;
2. Linked to a business strategy that is expected to result in greater value for the shareholders;
3. Requires shareholder approval to be reinstated upon expiration or if amended;
4. Contains a Permitted Bid Feature; and
5. Allows the Fidelity Funds to hold an aggregate position of up to 20% of a company's total voting securities and of
any class of voting securities.
B. An Anti-Greenmail proposal that does not include other Anti-Takeover Provisions; or
C. It is a fair price amendment that considers a two-year price history or less.
FMR will generally vote in favor of proposals to eliminate Anti-Takeover Provisions unless:
D. In the case of proposals to declassify a board of directors, FMR will generally vote against such a proposal if the issuer's Articles of Incorporation or applicable statutes include a provision whereby a majority of directors may be removed at any time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to vote for the election of directors.
E. In the case of proposals regarding shareholders' rights to call special meetings, FMR generally will vote against each
proposal if the threshold required to call a special meeting is less than 25% of the outstanding stock.
F. In the case of proposals regarding shareholders' right to act by written consent, FMR will generally vote against each
proposal if it does not include appropriate mechanisms for implementation including, among other things, that at least
25% of the outstanding stock request that the company establish a record date determining which shareholders are entitled to act and that consents be solicited from all shareholders.
VI. Capital Structure/Incorporation
A. Increases in Common Stock
FMR will generally vote against a provision to increase a company's common stock if such increase will result in a
total number of authorized shares greater than three times the current number of outstanding and scheduled to be
issued shares, including stock options, except in the case of real estate investment trusts, where an increase that will
result in a total number of authorized shares up to five times the current number of outstanding and scheduled to be
issued shares is generally acceptable.
B. New Classes of Shares
FMR will generally vote against the introduction of new classes of stock with differential voting rights.
C. Cumulative Voting Rights
FMR will generally vote against the introduction and in favor of the elimination of cumulative voting rights.
D. Acquisition or Business Combination Statutes
FMR will generally vote in favor of proposed amendments to a company's certificate of incorporation or by-laws that
enable the company to opt out of the control shares acquisition or business combination statutes.
E. Incorporation or Reincorporation in Another State or Country
FMR will generally vote for management proposals calling for, or recommending that, a portfolio company
reincorporate in another state or country if, on balance, the economic and corporate governance factors in the proposed
jurisdiction appear reasonably likely to be better aligned with shareholder interests, taking into account the corporate
laws of the current and proposed jurisdictions and any changes to the company's current and proposed governing
documents. FMR will consider supporting such shareholder proposals in limited cases if, based upon particular facts
and circumstances, remaining incorporated in the current jurisdiction appears misaligned with shareholder interests.
VII. Shares of Investment Companies
A. When a Fidelity Fund invests in an underlying Fidelity Fund with public shareholders, an exchange traded fund (ETF),
or non-affiliated fund, FMR will vote in the same proportion as all other voting shareholders of such underlying fund
or class ("echo voting"). FMR may choose not to vote if "echo voting" is not operationally feasible.
B. Certain Fidelity Funds may invest in shares of underlying Fidelity Funds, which are held exclusively by Fidelity Funds
or accounts managed by an FMR or an affiliate. FMR will generally vote in favor of proposals recommended by the
underlying funds' Board of Trustees.
VIII. Other
A. Voting Process
FMR will generally vote in favor of proposals to adopt confidential voting and independent vote tabulation practices.
B. Regulated Industries
Voting of shares in securities of any regulated industry (e.g. U.S. banking) organization shall be conducted in a manner
consistent with conditions that may be specified by the industry's regulator (e.g. the Federal Reserve Board) for a
determination under applicable law (e.g. federal banking law) that no fund or group of funds has acquired control of
such organization.
To view a fund's proxy voting record for the most recent 12-month period ended June 30, if applicable, visit
www.fidelity.com/proxyvotingresults or visit the SEC's web site at www.sec.gov.
DISTRIBUTION
SERVICES
Each Strategic Advisers Multi-Manager Target Date Fund has entered into a distribution agreement with FDC, an affiliate of Strategic
Advisers and FMR. The principal business address of FDC is 100 Salem Street, Smithfield, Rhode Island 02917. FDC is a broker-dealer
registered under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. The distribution
agreements call for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of each fund, which are
continuously offered at NAV. Promotional and administrative expenses in connection with the offer and sale of shares are paid by Strategic
Advisers or FMR.
The Trustees have approved Distribution and Service Plans on behalf of Class L and Class N of each Strategic Advisers Multi-Manager
Target Date Fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in substance that a mutual fund may
not engage directly or indirectly in financing any activity that is primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plans, as approved by the Trustees, allow Class L and Class N, Strategic
Advisers, and FMR to incur certain expenses that might be considered to constitute direct or indirect payment by the funds of distribution
expenses.
The Rule 12b-1 Plan adopted for each class of the fund is described in the prospectus for that class.
Under the Class L Plan, if the payment of management fees by each fund to Strategic Advisers, or the payment of administration fees
by Strategic Advisers to FMR out of the management fees, is deemed to be indirect financing by the fund of the distribution of its shares,
such payment is authorized by the Plan. The Class L Plan specifically recognizes that Strategic Advisers or FMR may use its past profits
or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Class L
shares and/or shareholder support services. In addition, the Class L Plan provides that Strategic Advisers or FMR, directly or through
FDC, may pay significant amounts to intermediaries that provide those services. Currently, the Board of Trustees has authorized such
payments for Class L shares.
Under the Class N Plan, if the payment of management fees by each fund to Strategic Advisers, or the payment of administration fees
by Strategic Advisers to FMR out of the management fees, is deemed to be indirect financing by the fund of the distribution of its shares,
such payment is authorized by the Plan. The Class N Plan specifically recognizes that Strategic Advisers or FMR may use its past profits
or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of Class N
shares and/or shareholder support services, including payments of significant amounts made to intermediaries that provide those services. Currently, the Board of Trustees has authorized such payments for Class N shares.
Prior to approving each Plan, the Trustees carefully considered all pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will benefit the applicable class of each Strategic Advisers Multi-Manager
Target Date Fund and its shareholders. In particular, the Trustees noted that the Class L Plan does not authorize payments by Class L of the
Strategic Advisers Multi-Manager Target Date Funds other than those made to Strategic Advisers under its management contract with the
fund. To the extent that each Plan gives Strategic Advisers, FMR, and FDC greater flexibility in connection with the distribution of class
shares, additional sales of class shares or stabilization of cash flows may result. Furthermore, certain shareholder support services may be
provided more effectively under the Plans by local entities with whom shareholders have other relationships.
The Class N Plan does not provide for specific payments by Class N of any of the expenses of FDC, or obligate FDC, Strategic Advisers, or FMR to perform any specific type or level of distribution activities or incur any specific level of expense in connection with distribution activities.
In addition to the distribution and/or service fees paid by FDC to intermediaries, including affiliates of FDC, FDC or an affiliate may
compensate intermediaries that distribute and/or service the fund and classes or, upon direction, may make payments for certain retirement plan expenses to intermediaries. A number of factors are considered in determining whether to pay these additional amounts. Such
factors may include, without limitation, the level or type of services provided by the intermediary, the level or expected level of assets or
sales of shares, the placing of the funds on a preferred or recommended fund list, access to an intermediary's personnel, and other factors.
The total amount paid to all intermediaries in the aggregate currently will not exceed 0.05% of the total assets of the intermediary sold
funds and classes of shares on an annual basis. In addition to such payments, FDC or an affiliate may offer other incentives such as sponsorship of educational or client seminars relating to current products and issues, assistance in training and educating the intermediaries'
personnel, payments or reimbursements for travel and related expenses associated with due diligence trips that an intermediary may
undertake in order to explore possible business relationships with affiliates of FDC, and/or payments of costs and expenses associated
with attendance at seminars, including travel, lodging, entertainment, and meals. Certain of the payments described above may be significant to an intermediary. As permitted by SEC and Financial Industry Regulatory Authority rules and other applicable laws and regulations, FDC or an affiliate may pay or allow other incentives or payments to intermediaries.
A fund's transfer agent or an affiliate may also make payments and reimbursements from its own resources to certain intermediaries
(who may be affiliated with the transfer agent) for performing recordkeeping and other services. Please see "Transfer and Service Agent
Agreements" in this SAI for more information.
If you have purchased shares of a fund through an investment professional, please speak with your investment professional to learn
more about any payments his or her firm may receive from Strategic Advisers, FMR, FDC, and/or their affiliates, as well as fees and/or
commissions the investment professional charges. You should also consult disclosures made by your investment professional at the time
of purchase.
Any of the payments described in this section may represent a premium over payments made by other fund families. Investment
professionals may have an added incentive to sell or recommend a fund or a share class over others offered by competing fund families, or
retirement plan sponsors may take these payments into account when deciding whether to include a fund as a plan investment option.
TRANSFER
AND
SERVICE AGENT AGREEMENTS
Each fund has entered into a transfer agent agreement with Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an
affiliate of Strategic Advisers and FMR, which is located at 245 Summer Street, Boston, Massachusetts 02210. Under the terms of the
agreements, FIIOC (or an agent, including an affiliate) performs transfer agency services.
For providing transfer agency services, FIIOC receives a position fee and an asset-based fee with respect to each position in a fund.
The position fee is billed monthly on a pro rata basis at one-twelfth of the applicable annual rate as of the end of each calendar month. The
asset-based fee is calculated and paid monthly on the basis of each class of a fund's average daily net assets.
[The asset-based fees are subject to adjustment in any month in which the total return of the S&P 500
®
Index exceeds a positive or
negative 15% from a pre-established base value.]
FIIOC may collect fees charged in connection with providing certain types of services such as exchanges, closing out fund balances,
and providing historical account research.
FIIOC bears the expense of typesetting, printing, and mailing prospectuses, statements of additional information, and all other reports, notices, and statements to existing shareholders, with the exception of proxy statements.
FIIOC or an affiliate may make payments out of its own resources to intermediaries (including affiliates of FIIOC) for recordkeeping
services. Payments may also be made, upon direction, for other plan expenses. FIIOC may also pay an affiliate for providing services that
otherwise would have been performed by FIIOC.
Each fund has entered into a service agent agreement with FSC, an affiliate of Strategic Advisers and FMR (or an agent, including an
affiliate). Each fund has also entered into a securities lending administration agreement with FSC. Under the terms of the agreements,
FSC calculates the NAV and dividends for each fund, maintains each fund's portfolio and general accounting records, and administers
each fund's securities lending program.
For providing pricing and bookkeeping services, FSC receives a monthly fee based on each fund's average daily net assets throughout
the month.
For administering each fund's securities lending program, FSC is paid based on the number and duration of individual securities
loans.
FMR bears the cost of pricing and bookkeeping services and administration of the securities lending program under the terms of its administration agreements with Strategic Advisers.
DESCRIPTION
OF
THE TRUST
Trust Organization.
Strategic Advisers Multi-Manager Income Fund, Strategic Advisers Multi-Manager 2005 Fund, Strategic Advisers Multi-Manager 2010 Fund, Strategic Advisers Multi-Manager 2015 Fund, Strategic Advisers Multi-Manager 2020 Fund, Strategic Advisers Multi-Manager 2025 Fund, Strategic Advisers Multi-Manager 2030 Fund, Strategic Advisers Multi-Manager 2035 Fund,
Strategic Advisers Multi-Manager 2040 Fund, Strategic Advisers Multi-Manager 2045 Fund, Strategic Advisers Multi-Manager 2050
Fund, and Strategic Advisers Multi-Manager 2055 Fund are funds of Fidelity Boylston Street Trust, an open-end management investment company created under an initial trust instrument dated June 20, 1991. Currently, there are 12 funds offered in Fidelity Boylston
Street Trust: Strategic Advisers Multi-Manager Income Fund, Strategic Advisers Multi-Manager 2005 Fund, Strategic Advisers Multi-Manager 2010 Fund, Strategic Advisers Multi-Manager 2015 Fund, Strategic Advisers Multi-Manager 2020 Fund, Strategic Advisers
Multi-Manager 2025 Fund, Strategic Advisers Multi-Manager 2030 Fund, Strategic Advisers Multi-Manager 2035 Fund, Strategic Advisers Multi-Manager 2040 Fund, Strategic Advisers Multi-Manager 2045 Fund, Strategic Advisers Multi-Manager 2050 Fund, and
Strategic Advisers Multi-Manager 2055 Fund. The Trustees are permitted to create additional funds in the trust and to create additional
classes of the funds.
The assets of the trust received for the issue or sale of shares of each of its funds and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of
each fund in the trust shall be charged with the liabilities and expenses attributable to such fund, except that liabilities and expenses may
be allocated to a particular class. Any general expenses of the trust shall be allocated between or among any one or more of the funds or
classes.
Shareholder Liability.
The trust is a statutory trust organized under Delaware law. Delaware law provides that, except to the extent
otherwise provided in the Trust Instrument, shareholders shall be entitled to the same limitations of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware. The courts of some states, however,
may decline to apply Delaware law on this point. The Trust Instrument contains an express disclaimer of shareholder liability for the
debts, liabilities, obligations, and expenses of the trust. The Trust Instrument provides that the trust shall not have any claim against
shareholders except for the payment of the purchase price of shares and requires that each agreement, obligation, or instrument entered
into or executed by the trust or the Trustees relating to the trust or to a fund shall include a provision limiting the obligations created
thereby to the trust or to one or more funds and its or their assets. The Trust Instrument further provides that shareholders of a fund shall
not have a claim on or right to any assets belonging to any other fund.
The Trust Instrument provides for indemnification out of each fund's property of any shareholder or former shareholder held personally liable for the obligations of the fund solely by reason of his or her being or having been a shareholder and not because of his or her acts
or omissions or for some other reason. The Trust Instrument also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to circumstances in which Delaware law does not apply, no contractual limitation of liability was in effect, and a fund is unable to meet its obligations. Strategic Advisers believes that, in view of the above,
the risk of personal liability to shareholders is extremely remote. Claims asserted against one class of shares may subject holders of another class of shares to certain liabilities.
Voting Rights.
Each fund's capital consists of shares of beneficial interest. Shareholders are entitled to one vote for each dollar of net
asset value they own. The voting rights of shareholders can be changed only by a shareholder vote. Shares may be voted in the aggregate,
by fund, and by class.
The shares have no preemptive or conversion rights. Shares are fully paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.
The trust or a fund or a class may be terminated upon the sale of its assets to, or merger with, another open-end management investment company, series, or class thereof, or upon liquidation and distribution of its assets. The Trustees may reorganize, terminate, merge,
or sell all or a portion of the assets of the trust or a fund or a class without prior shareholder approval. In the event of the dissolution or
liquidation of the trust, shareholders of each of its funds are entitled to receive the underlying assets of such fund available for distribution. In the event of the dissolution or liquidation of a fund or a class, shareholders of that fund or that class are entitled to receive the
underlying assets of the fund or class available for distribution.
Custodians.
The Bank of New York Mellon, 1 Wall Street, New York, New York, is custodian of the assets of each fund. The custodian is
responsible for the safekeeping of a fund's assets and the appointment of any subcustodian banks and clearing agencies. JPMorgan Chase
Bank, headquartered in New York, also may serve as a special purpose custodian of certain assets in connection with repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and Members of the Board of Trustees may, from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to
date include mortgages and personal and general business loans. In the judgment of each fund's adviser, the terms and conditions of those
transactions were not influenced by existing or potential custodial or other fund relationships.
Independent Registered Public Accounting Firm.
Deloitte & Touche LLP, 200 Berkeley Street, Boston, Massachusetts, independent registered public accounting firm, audits financial statements for each fund and provides other audit related services.
FUND
HOLDINGS
INFORMATION
Each fund views holdings information as sensitive and limits its dissemination. The Board authorized FMR to establish and administer guidelines for the dissemination of fund holdings information, which may be amended at any time without prior notice. FMR's Disclosure Policy Committee (comprising executive officers of FMR) evaluates disclosure policy with the goal of serving a fund's best interests
by striking an appropriate balance between providing information about a fund's portfolio and protecting a fund from potentially harmful
disclosure. The Board reviews the administration and modification of these guidelines and receives reports from the funds' chief compliance officer periodically.
Each Strategic Advisers Multi-Manager Target Date Fund will provide a full list of holdings monthly on www.advisor.fidelity.com
and www.401k.com (log in), 30 days after the month-end (excluding high income security holdings, which generally will be presented
collectively monthly and included in a list of full holdings 60 days after its fiscal quarter-end).
Unless otherwise indicated, this information will be available on the web site until updated for the next applicable period.
A fund may also from time to time provide or make available to the Board or third parties upon request specific fund level performance attribution information and statistics. Third parties may include fund shareholders or prospective fund shareholders, members of
the press, consultants, and ratings and ranking organizations.
The Use of Holdings In Connection With Fund Operations.
Material non-public holdings information may be provided as part of the
activities associated with managing Fidelity funds to: entities which, by explicit agreement or by virtue of their respective duties to the fund,
are required to maintain the confidentiality of the information disclosed; other parties if legally required; or persons FMR believes will not
misuse the disclosed information. These entities, parties, and persons include, but are not limited to: a fund's trustees; a fund's manager, its
sub-advisers, if any, and their affiliates whose access persons are subject to a code of ethics (including portfolio managers of affiliated funds of
funds); contractors who are subject to a confidentiality agreement; a fund's auditors; a fund's custodians; proxy voting service providers; financial printers; pricing service vendors; broker-dealers in connection with the purchase or sale of securities or requests for price quotations or bids
on one or more securities; securities lending agents; counsel to a fund or its Independent Trustees; regulatory authorities; stock exchanges and
other listing organizations; parties to litigation; third parties in connection with a bankruptcy proceeding relating to a fund holding; and third
parties who have submitted a standing request to a money market fund for daily holdings information. Non-public holdings information may
also be provided to an issuer regarding the number or percentage of its shares that are owned by a fund and in connection with redemptions in
kind.
Other Uses Of Holdings Information.
In addition, each fund may provide material non-public holdings information to (i) third
parties that calculate information derived from holdings for use by FMR or its affiliates, (ii) ratings and rankings organizations, and
(iii) an investment adviser, trustee, or their agents to whom holdings are disclosed for due diligence purposes or in anticipation of a merger involving a fund. Each individual request is reviewed by the Disclosure Policy Committee which must find, in its sole discretion that,
based on the specific facts and circumstances, the disclosure appears unlikely to be harmful to a fund. Entities receiving this information
must have in place control mechanisms to reasonably ensure or otherwise agree that, (a) the holdings information will be kept confidential, (b) no employee shall use the information to effect trading or for their personal benefit, and (c) the nature and type of information that
they, in turn, may disclose to third parties is limited. FMR relies primarily on the existence of non-disclosure agreements and/or control
mechanisms when determining that disclosure is not likely to be harmful to a fund.
At this time, the entities receiving information described in the preceding paragraph are: Factset Research Systems Inc. (full or partial
fund holdings daily, on the next business day); Standard & Poor's Ratings Services (full holdings weekly (generally as of the previous
Friday), generally 5 business days thereafter); DocuLynx Inc. (full or partial holdings daily, on the next business day); MSCI Inc. and
certain affiliates (full or partial fund holdings daily, on the next business day); and Barclays Capital Inc. (full holdings daily, on the next
business day).
FMR, its affiliates, or the funds will not enter into any arrangements with third parties from which they derive consideration for the
disclosure of material non-public holdings information. If, in the future, such an arrangement is desired, prior Board approval would be
sought and any such arrangements would be disclosed in the funds' SAI.
There can be no assurance that the funds' policies and procedures with respect to disclosure of fund portfolio holdings will prevent the
misuse of such information by individuals and firms that receive such information.