485BPOS

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-63350)
		UNDER THE SECURITIES ACT OF 1933	[X]
		Pre-Effective Amendment No.	[ ]
		Post-Effective Amendment No. 50	[X]
and
REGISTRATION STATEMENT (No. 811-2890)
		UNDER THE INVESTMENT COMPANY ACT OF 1940	[X]
		Amendment No. 50	[X]
Fidelity Phillips Street Trust
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number: 617-563-7000
Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
	( )	immediately upon filing pursuant to paragraph (b).
	(X)	on (January 29, 2004) pursuant to paragraph (b) at 5:30 p.m. Eastern Time.
	( )	60 days after filing pursuant to paragraph (a)(1) at 5:30 p.m. Eastern Time.
	( )	on ( ) pursuant to paragraph (a)(1) of Rule 485 at 5:30 p.m. Eastern Time.
	( )	75 days after filing pursuant to paragraph (a)(2) at 5:30 p.m. Eastern Time.
	( )	on ( ) pursuant to paragraph (a)(2) of Rule 485 at 5:30 p.m. Eastern Time.
If appropriate, check the following box:
	( )	this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Like securities of all mutual funds, these securities have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Fidelity^®

U.S. Government Reserves

(fund number 050, trading symbol FGRXX)

and

Fidelity

Cash Reserves

(fund number 055, trading symbol FDRXX)

Prospectus

<R>January 29, 2004</R>

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

Contents

Fund Summary	<Click Here>	Investment Summary
	<Click Here>	Performance
	<Click Here>	Fee Table
Fund Basics	<Click Here>	Investment Details
	<Click Here>	Valuing Shares
Shareholder Information	<Click Here>	Buying and Selling Shares
	<Click Here>	Exchanging Shares
	<Click Here>	Features and Policies
	<Click Here>	Dividends and Capital Gain Distributions
	<Click Here>	Tax Consequences
Fund Services	<Click Here>	Fund Management
	<Click Here>	Fund Distribution
Appendix	<Click Here>	Financial Highlights

Prospectus

Fund Summary

Investment Summary

Investment Objective

U.S. Government Reserves seeks as high a level of current income as is consistent with the security of principal and liquidity.

Principal Investment Strategies

Fidelity Management & Research Company (FMR)'s principal investment strategies include:

• Normally investing at least 80% of assets in U.S. Government securities and repurchase agreements for those securities.
• <R>Investing in U.S. Government Securities issued by entities that are chartered or sponsored by Congress but whose securities are neither issued nor guaranteed by the U.S. Treasury.</R>
• Potentially entering into reverse repurchase agreements.
• Investing in compliance with industry-standard requirements for money market funds for the quality, maturity, and diversification of investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

• Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
• Issuer-Specific Changes. A decline in the credit quality of an issuer or the provider of credit support or a maturity-shortening structure for a security can cause the price of a money market security to decrease.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

Investment Objective

Cash Reserves seeks as high a level of current income as is consistent with the preservation of capital and liquidity.

Principal Investment Strategies

FMR's principal investment strategies include:

• Investing in U.S. dollar-denominated money market securities of domestic and foreign issuers and repurchase agreements.
• Potentially entering into reverse repurchase agreements.
• Investing more than 25% of total assets in the financial services industries.
• Investing in compliance with industry-standard requirements for money market funds for the quality, maturity, and diversification of investments.

Principal Investment Risks

The fund is subject to the following principal investment risks:

• Interest Rate Changes. Interest rate increases can cause the price of a money market security to decrease.
• Foreign Exposure. Entities located in foreign countries can be affected by adverse political, regulatory, market, or economic developments in those countries.

Prospectus

Fund Summary - continued

• Financial Services Exposure. Changes in government regulation and interest rates and economic downturns can have a significant negative effect on issuers in the financial services sector.
• Issuer-Specific Changes. A decline in the credit quality of an issuer or the provider of credit support or a maturity-shortening structure for a security can cause the price of a money market security to decrease.

An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the fund.

Performance

The following information illustrates the changes in each fund's performance from year to year. Returns are based on past results and are not an indication of future performance.

Year-by-Year Returns

<R>U.S. Government Reserves</R>
<R>Calendar Years	1994	1995	1996	1997	1998	1999	2000	2001	2002	2003</R>
<R>	3.85%	5.60%	5.09%	5.29%	5.24%	4.91%	6.08%	4.11%	1.62%	0.91%</R>

<R>

</R>

<R>During the periods shown in the chart for U.S. Government Reserves:	Returns	Quarter ended</R>
<R>Highest Quarter Return	1.57%	December 31, 2000</R>
<R>Lowest Quarter Return	0.20%	December 31, 2003</R>

<R>Cash Reserves</R>
<R>Calendar Years	1994	1995	1996	1997	1998	1999	2000	2001	2002	2003</R>
<R>	3.96%	5.66%	5.16%	5.34%	5.29%	4.99%	6.19%	4.09%	1.62%	0.90%</R>

<R>

</R>

<R>During the periods shown in the chart for Cash Reserves:	Returns	Quarter ended</R>
<R>Highest Quarter Return	1.58%	September 30, 2000</R>
<R>Lowest Quarter Return	0.20%	December 31, 2003</R>

Average Annual Returns

<R>For the periods ended December 31, 2003	Past 1 year	Past 5 years	Past 10 years</R>
<R>U.S. Government Reserves	0.91%	3.51%	4.26%</R>
<R>Cash Reserves	0.90%	3.54%	4.31%</R>

<R>If FMR were to reimburse certain expenses, returns would be higher during these periods.</R>

Fee Table

The following table describes the fees and expenses that are incurred when you buy, hold, or sell shares of a fund. The annual fund operating expenses provided below for each fund are based on historical expenses.

Shareholder fees (paid by the investor directly)^A

Sales charge (load) on purchases and reinvested distributions	None
Deferred sales charge (load) on redemptions	None
Wire redemption fee	$5.00

^A If the fund is your Fidelity brokerage core, you will pay fees charged in connection with certain activity in your Fidelity brokerage account directly from your fund investment. Please see your Fidelity brokerage account materials for additional information.

Prospectus

Fund Summary - continued

Annual operating expenses (paid from fund assets)

<R>U.S. Government Reserves	Management fee	0.20%</R>
<R>	Distribution and/or Service (12b-1) fees	None</R>
<R>	Other expenses	0.15%</R>
<R>	Total annual fund operating expenses	0.35%</R>
<R>Cash Reserves	Management fee	0.20%</R>
<R>	Distribution and/or Service (12b-1) fees	None</R>
<R>	Other expenses	0.20%</R>
<R>	Total annual fund operating expenses	0.40%</R>

This example helps you compare the cost of investing in the funds with the cost of investing in other mutual funds.

Let's say, hypothetically, that each fund's annual return is 5% and that your shareholder fees and each fund's annual operating expenses are exactly as described in the fee table. This example illustrates the effect of fees and expenses, but is not meant to suggest actual or expected fees and expenses or returns, all of which may vary. For every $10,000 you invested, here's how much you would pay in total expenses if you sell all of your shares at the end of each time period indicated:

<R>U.S. Government Reserves	1 year	$ 36</R>
<R>	3 years	$ 113</R>
<R>	5 years	$ 197</R>
<R>	10 years	$ 443</R>
<R>Cash Reserves	1 year	$ 41</R>
<R>	3 years	$ 128</R>
<R>	5 years	$ 224</R>
<R>	10 years	$ 505</R>

Prospectus

Fund Basics

Investment Details

Investment Objective

U.S. Government Reserves seeks as high a level of current income as is consistent with the security of principal and liquidity.

Principal Investment Strategies

FMR normally invests at least 80% of the fund's assets in U.S. Government securities and repurchase agreements for those securities. <R>Certain issuers of U.S. Government securities are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury.</R> FMR also may enter into reverse repurchase agreements for the fund.

In buying and selling securities for the fund, FMR complies with industry-standard requirements for money market funds regarding the quality, maturity, and diversification of the fund's investments. FMR stresses maintaining a stable $1.00 share price, liquidity, and income.

Investment Objective

Cash Reserves seeks as high a level of current income as is consistent with the preservation of capital and liquidity.

Principal Investment Strategies

FMR invests the fund's assets in U.S. dollar-denominated money market securities of domestic and foreign issuers and repurchase agreements. FMR also may enter into reverse repurchase agreements for the fund.

FMR will invest more than 25% of the fund's total assets in the financial services industries.

In buying and selling securities for the fund, FMR complies with industry-standard requirements for money market funds regarding the quality, maturity, and diversification of the fund's investments. FMR stresses maintaining a stable $1.00 share price, liquidity, and income.

Description of Principal Security Types

Money market securities are high-quality, short-term securities that pay a fixed, variable, or floating interest rate. Securities are often specifically structured so that they are eligible investments for a money market fund. For example, in order to satisfy the maturity restrictions for a money market fund, some money market securities have demand or put features, which have the effect of shortening the security's maturity. Money market securities include bank certificates of deposit, bankers' acceptances, bank time deposits, notes, commercial paper, and U.S. Government securities.

<R>U.S. Government securities are high-quality securities issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S. Government. U.S. Government securities may be backed by the full faith and credit of the U.S. Treasury, the right to borrow from the U.S. Treasury, or the agency or instrumentality issuing or guaranteeing the security. Certain issuers of U.S. Government securities, including Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are sponsored or chartered by Congress but their securities are neither issued nor guaranteed by the U.S. Treasury.</R>

Prospectus

Fund Basics - continued

A repurchase agreement is an agreement to buy a security at one price and a simultaneous agreement to sell it back at an agreed-upon price.

Principal Investment Risks

Many factors affect each fund's performance. A fund's yield will change daily based on changes in interest rates and other market conditions. Although each fund is managed to maintain a stable $1.00 share price, there is no guarantee that the fund will be able to do so. For example, a major increase in interest rates or a decrease in the credit quality of the issuer of one of a fund's investments could cause the fund's share price to decrease. It is important to note that neither the funds' share prices nor their yields are guaranteed by the U.S. Government.

The following factors can significantly affect a fund's performance:

Interest Rate Changes. Money market securities have varying levels of sensitivity to changes in interest rates. In general, the price of a money market security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and the securities of issuers in the financial services sector can be more sensitive to interest rate changes. Short-term securities tend to react to changes in short-term interest rates.

Foreign Exposure. Issuers located in foreign countries and entities providing credit support or a maturity-shortening structure that are located in foreign countries can involve increased risks. Extensive public information about the issuer or provider may not be available and unfavorable political, economic, or governmental developments could affect the value of the security.

Financial Services Exposure. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the financial services sector can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.

Issuer-Specific Changes. Changes in the financial condition of an <R>issuer or counterparty, </R>changes in specific economic or political conditions that affect a particular type of issuer, and changes in general economic or political conditions can affect <R>a security's or instrument's</R> credit quality or value. Entities providing credit support or a maturity-shortening structure also can be affected by these types of changes. If the structure of a security fails to function as intended, the security could decline in value.

Fundamental Investment Policies

The policies discussed below are fundamental, that is, subject to change only by shareholder approval.

U.S. Government Reserves seeks as high a level of current income as is consistent with the security of principal and liquidity.

Prospectus

Cash Reserves seeks as high a level of current income as is consistent with preservation of capital and liquidity.

Shareholder Notice

The following policy is subject to change only upon 60 days' prior notice to shareholders:

U.S. Government Reserves normally invests at least 80% of its assets in U.S. Government securities and repurchase agreements for those securities.

Valuing Shares

Each fund is open for business each day the New York Stock Exchange (NYSE) is open.

Each fund's net asset value per share (NAV) is the value of a single share. Fidelity normally calculates each fund's NAV as of the close of business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV may be calculated earlier if trading on the NYSE is restricted or as permitted by the Securities and Exchange Commission (SEC). Each fund's assets are valued as of this time for the purpose of computing the fund's NAV.

To the extent that each fund's assets are traded in other markets on days when the fund is not open for business, the value of the fund's assets may be affected on those days. In addition, trading in some of a fund's assets may not occur on days when the fund is open for business.

Each fund's assets are valued on the basis of amortized cost.

Prospectus

Shareholder Information

Buying and Selling Shares

General Information

Fidelity Investments was established in 1946 to manage one of America's first mutual funds. Today, Fidelity is the largest mutual fund company in the country, and is known as an innovative provider of high-quality financial services to individuals and institutions.

In addition to its mutual fund business, the company operates one of America's leading brokerage firms, Fidelity Brokerage Services LLC. Fidelity is also a leader in providing tax-advantaged retirement plans for individuals investing on their own or through their employer.

You may buy or sell shares of a fund through a Fidelity brokerage account or a Fidelity mutual fund account. If you buy or sell shares of a fund (other than by exchange) through a Fidelity brokerage account, your transactions generally involve your Fidelity brokerage core (a settlement vehicle included as part of your Fidelity brokerage account).

If you do not currently have a Fidelity brokerage account or a Fidelity mutual fund account and would like to invest in a fund, you may need to complete an application. For more information about a Fidelity brokerage account or a Fidelity mutual fund account, please visit Fidelity's web site at www.fidelity.com, call 1-800-FIDELITY, or visit a Fidelity Investor Center (call 1-800-544-9797 for the center nearest you).

You may also buy or sell shares of the funds through a retirement account (such as an IRA or an account funded through salary deduction) or an investment professional. Retirement specialists are available at 1-800-544-4774 to answer your questions about Fidelity retirement products. If you buy or sell shares of a fund through a retirement account or an investment professional, the procedures for buying, selling, and exchanging shares of the fund and the account features and <R>policies, and fees</R> may differ from those discussed in this prospectus. Fees in addition to those discussed in this prospectus may also apply. For example, you may be charged a transaction fee if you buy or sell shares of a fund through a non-Fidelity broker or other investment professional.

Buying and Selling Information

Internet

www.fidelity.com

Phone

Fidelity Automated Service Telephone (FAST^®) 1-800-544-5555

To reach a Fidelity representative 1-800-544-6666

Mail

Additional purchases:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Redemptions:
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

TDD - Service for the Deaf and Hearing Impaired

1-800-544-0118
(9:00 a.m. - 9:00 p.m. Eastern time)

You should include the following information with any order to buy, sell, or exchange shares:

• Your name;
• Your account number;
• Name of fund whose shares you want to buy or sell; and
• Dollar amount or number of shares you want to buy or sell.

Prospectus

Shareholder Information - continued

Certain methods of contacting Fidelity, such as by telephone or electronically, may be unavailable or delayed (for example, during periods of unusual market activity). In addition, the level and type of service available may be restricted based on criteria established by Fidelity.

Minimums
Initial Purchase	$2,500
For Fidelity Simplified Employee Pension-IRA and Keogh accounts	$500
Through regular investment plans in Fidelity Traditional IRA, Roth IRA, and Rollover IRAsA	$200
Subsequent Purchase	$250
Through regular investment plans	$100
Balance	$2,000
For Fidelity Simplified Employee Pension-IRA and Keogh accounts	$500

^A Requires monthly purchases of $200 until fund balance is $2,500.

Investments in shares of Cash Reserves through the Fidelity GoalPlanner^® program may be subject to lower fund minimums. There is no minimum balance or initial or subsequent purchase minimum for investments through Portfolio Advisory Services^SM, a mutual fund or a qualified tuition program for which FMR or an affiliate serves as investment manager, certain Fidelity retirement accounts funded through salary deduction, or fund positions opened with the proceeds of distributions from such retirement accounts. In addition, each fund may waive or lower purchase minimums in other circumstances.

Buying Shares

The price to buy one share of each fund is the fund's NAV. Each fund's shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your investment is received in proper form.

A fund may reject or cancel any purchase orders, including exchanges, for any reason.

For example, the funds do not permit market timing because short-term or other excessive trading into and out of a fund may harm performance by disrupting portfolio management strategies and by increasing expenses. Accordingly, a fund may reject any purchase orders, including exchanges, from market timers or investors that, in FMR's opinion, may be disruptive to that fund. For these purposes, FMR may consider an investor's trading history in that fund or other Fidelity funds, and accounts under common ownership or control.

Each fund may stop offering shares completely or may offer shares only on a limited basis, for a period of time or permanently.

If you place an order to buy shares and your payment is not received and collected, your purchase may be canceled and you could be liable for any losses or fees a fund or Fidelity has incurred.

<R>Under applicable anti-money laundering regulations and other federal regulations, purchase orders may be suspended, restricted, or canceled and the monies may be withheld.</R>

Prospectus

Selling Shares

The price to sell one share of each fund is the fund's NAV.

Your shares will be sold at the next NAV calculated after your order is received in proper form.

Certain requests must include a signature guarantee. It is designed to protect you and Fidelity from fraud. Your request must be made in writing and include a signature guarantee if any of the following situations apply:

• You wish to sell more than $100,000 worth of shares;
• The address on your account (record address) has changed within the last 15 or 30 days, depending on your account, and you wish to sell $10,000 or more of shares;
• You are requesting that a check be mailed to a different address than the record address;
• You are requesting that redemption proceeds be paid to someone other than the account owner; or
• The redemption proceeds are being transferred to a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker (including Fidelity Investor Centers), dealer, credit union (if authorized under state law), securities exchange or association, clearing agency, or savings association. A notary public cannot provide a signature guarantee.

When you place an order to sell shares, note the following:

• If you are selling some but not all of your shares, keep your fund balance above $2,000 to keep your fund position open ($500 for fund balances in Fidelity Simplified Employee Pension-IRA and Keogh accounts), except fund positions not subject to balance minimums.
• Normally, redemptions will be processed by the next business day, <R>but it may take up to seven days to pay the redemption proceeds</R> if making immediate payment would adversely affect a fund.
• Redemption proceeds (other than exchanges) may be delayed until money from prior purchases sufficient to cover your redemption has been received and collected. This can take up to seven business days after a purchase.
• Redemptions may be suspended or payment dates postponed when the NYSE is closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.
• Redemption proceeds may be paid in securities or other property rather than in cash if FMR determines it is in the best interests of a fund.
• If you hold your shares in a Fidelity mutual fund account and you sell shares by writing a check and the amount of the check is greater than the value of your fund position, your check will be returned to you and you may be subject to additional charges.

Prospectus

Shareholder Information - continued

• You will not receive interest on amounts represented by uncashed redemption checks.
• Under applicable anti-money laundering regulations and other federal regulations, redemption requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

To sell shares issued with certificates, call Fidelity for instructions. Each fund no longer issues share certificates.

Exchanging Shares

An exchange involves the redemption of all or a portion of the shares of one fund and the purchase of shares of another fund.

As a shareholder, you have the privilege of exchanging shares of a fund for shares of other Fidelity funds.

However, you should note the following policies and restrictions governing exchanges:

• Each fund may refuse any exchange <R>purchase </R>for any reason. For example, each fund may refuse exchange purchases by any person or group if, in FMR's judgment, the fund would be unable to invest the money effectively in accordance with its investment objective and policies, or would otherwise potentially be adversely affected.
• Before exchanging into a fund, read its prospectus.
• The fund you are exchanging into must be available for sale in your state.
• Exchanges may have tax consequences for you.
• Currently, there is no limit on the number of exchanges out of a fund.
• If you are exchanging between accounts that are not registered in the same name, address, and taxpayer identification number <R>(TIN)</R>, there may be additional requirements.
• Under applicable anti-money laundering regulations and other federal regulations, exchange requests may be suspended, restricted, canceled, or processed and the proceeds may be withheld.

The funds may terminate or modify the exchange privileges in the future.

Other funds may have different exchange restrictions, and may impose trading fees of up to 2.00% of the amount exchanged. Check each fund's prospectus for details.

Features and Policies

Features

The following features may be available to buy and sell shares of the funds or to move money to and from your account, depending on whether you are investing through a Fidelity brokerage account or a Fidelity mutual fund account. Please visit Fidelity's web site at www.fidelity.com or call 1-800-544-6666 for more information.

Prospectus

Electronic Funds Transfer: electronic money movement through the Automated Clearing House

• To transfer money between a bank account and a Fidelity brokerage account or Fidelity mutual fund account.
• You can use electronic funds transfer to:

- Make periodic (automatic) purchases of Fidelity fund shares or payments to your Fidelity brokerage account.

- Make periodic (automatic) redemptions of Fidelity fund shares or withdrawals from your Fidelity brokerage account.

Wire: electronic money movement through the Federal Reserve wire system

• To transfer money between a bank account and a Fidelity brokerage account or Fidelity mutual fund account.

Automatic Transactions: periodic (automatic) transactions

• To directly deposit all or a portion of your compensation from your employer (or the U.S. Government, in the case of Social Security) into a Fidelity brokerage account or Fidelity mutual fund account.
• To make contributions from a Fidelity mutual fund account to a Fidelity mutual fund IRA.
• To sell shares of a Fidelity money market fund and simultaneously to buy shares of another Fidelity fund in a Fidelity mutual fund account.

Checkwriting

• To sell Fidelity fund shares from your Fidelity mutual fund account or withdraw money from your Fidelity brokerage account.

Policies

The following policies apply to you as a shareholder.

Statements that Fidelity sends to you include the following:

• Confirmation statements (after transactions affecting your fund balance except reinvestment of distributions in the fund or another fund, certain transactions through automatic investment or withdrawal programs, certain transactions that are followed by a monthly account statement, and other transactions in your Fidelity brokerage core).
• Monthly or quarterly account statements (detailing fund balances and all transactions completed during the prior month or quarter).

<R>To reduce expenses, only one copy of most financial reports and prospectuses may be mailed to households, even if more than one person in a household holds shares of a fund. Call Fidelity at 1-800-544-8544 if you need additional copies of financial reports or prospectuses. If you do not want the mailing of these documents to be combined with those for other members of your household, contact Fidelity in writing at P.O. Box 770001, Cincinnati, Ohio 45277-0002.</R>

Prospectus

Shareholder Information - continued

Electronic copies of most financial reports and prospectuses are available at Fidelity's web site. To participate in Fidelity's electronic delivery program, call Fidelity or visit Fidelity's web site for more information.

You may initiate many transactions by telephone or electronically. Fidelity will not be responsible for any loss, cost, expense, or other liability resulting from unauthorized transactions if it follows reasonable security procedures designed to verify the identity of the investor. Fidelity will request personalized security codes or other information, and may also record calls. For transactions conducted through the Internet, Fidelity recommends the use of an Internet browser with 128-bit encryption. You should verify the accuracy of your confirmation statements upon receipt and notify Fidelity immediately of any discrepancies in your account activity. If you do not want the ability to sell and exchange by telephone, call Fidelity for instructions.

<R>You may be asked to provide additional information in order for Fidelity to verify your identity in accordance with requirements under anti-money laundering regulations. Accounts may be restricted and/or closed, and the monies withheld, pending verification of this information or as otherwise required under these and other federal regulations.</R>

Fidelity may deduct a small balance maintenance fee of $12.00 from a fund balance with a value of less than $2,000. It is expected that fund balances will be valued on the second Friday in November of each calendar year. Fund positions opened after September 30 will not be subject to the fee for that calendar year. The fee, which is payable to Fidelity, is designed to offset in part the relatively higher costs of servicing smaller fund positions. This fee will not be deducted from fund positions opened after January 1 of that calendar year if those positions use regular investment plans.

You will be given 30 days' notice to reestablish the minimum balance if your fund balance falls below $2,000 ($500 for fund balances in Fidelity Simplified Employee Pension-IRA and Keogh accounts), for any reason, including solely due to declines in NAV. If you do not increase your balance, Fidelity may sell all of your shares and send the proceeds to you. Your shares will be sold at the NAV on the day Fidelity closes your fund position. Certain fund positions are not subject to these balance requirements and will not be closed for failure to maintain a minimum balance.

Fidelity may charge a fee for certain services, such as providing historical account documents.

Dividends and Capital Gain Distributions

Each fund earns interest, dividends, and other income from its investments, and distributes this income (less expenses) to shareholders as dividends. Each fund may also realize capital gains from its investments, and distributes these gains (less losses), if any, to shareholders as capital gain distributions.

Distributions you receive from each fund consist primarily of dividends. Each fund normally declares dividends daily and pays them monthly.

Prospectus

Earning Dividends

Shares begin to earn dividends on the first business day following the day of purchase.

Shares earn dividends until, but not including, the next business day following the day of redemption.

Distribution Options

When you open an account, specify on your application how you want to receive your distributions. The following distribution options are available for each fund:

1. Reinvestment Option. Your dividends and capital gain distributions, if any, will be automatically reinvested in additional shares of the fund. If you do not indicate a choice on your application, you will be assigned this option.

2. Cash Option. Your dividends and capital gain distributions, if any, will be paid in cash.

3. Directed Dividends^® Option. Your dividends will be automatically invested in shares of another identically registered Fidelity fund. Your capital gain distributions, if any, will be automatically invested in shares of another identically registered Fidelity fund, automatically reinvested in additional shares of the fund, or paid in cash.

If the distribution option you prefer is not listed on your account application, or if you want to change your current distribution option, visit Fidelity's web site at www.fidelity.com or call 1-800-544-6666 for more information.

If you elect to receive distributions paid in cash by check and the U.S. Postal Service does not deliver your checks, your distribution option may be converted to the Reinvestment Option. You will not receive interest on amounts represented by uncashed distribution checks.

Tax Consequences

As with any investment, your investment in a fund could have tax consequences for you. If you are not investing through a tax-advantaged retirement account, you should consider these tax consequences.

Distributions you receive from each fund are subject to federal income tax, and may also be subject to state or local taxes.

<R>For federal tax purposes, certain of each fund's distributions, including dividends and distributions of short-term capital gains, are taxable to you as ordinary income, while certain of each fund's distributions, including distributions of long-term capital gains, if any, are taxable to you generally as capital gains. Because each fund's income is primarily derived from interest, dividends from each fund generally will not qualify for the long-term capital gains tax rates available to individuals.</R>

Any taxable distributions you receive from a fund will normally be taxable to you when you receive them, regardless of your distribution option. If you elect to receive distributions in cash or to invest distributions automatically in shares of another Fidelity fund, you will receive certain December distributions in January, but those distributions will be taxable as if you received them on December 31.

Prospectus

Fund Services

Fund Management

Each fund is a mutual fund, an investment that pools shareholders' money and invests it toward a specified goal.

FMR is each fund's manager. The address of FMR and its affiliates, unless otherwise indicated below, is 82 Devonshire Street, Boston, Massachusetts 02109.

<R>As of March 31, 2003, FMR had approximately $26.7 billion in discretionary as</R>sets under management.

As the manager, FMR has overall responsibility for directing each fund's investments and handling its business affairs.

<R>Affiliates assist FMR with foreign investments: </R>

• <R>Fidelity International Investment Advisors (FIIA), at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda, serves as a sub-adviser for each fund. As of September 26, 2003, FIIA had approximately $8.9 billion in discretionary assets under management. For each fund, FIIA may provide investment research and advice on issuers based outside the United States, and in particular, will make minimal credit risk and comparable quality determinations for foreign issuers that issue U.S. dollar-denominated securities.</R>
• <R>Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), at 25 Cannon Street, London, EC4M 5TA, England, serves as a sub-adviser for each fund. As of September 26, 2003, FIIA(U.K.)L had approximately $5.6 billion in discretionary assets under management. For each fund, FIIA(U.K.)L may provide investment research and</R> advice on issuers based outside the United States, and in particular, will make minimal credit risk and comparable quality determinations for foreign issuers that issue U.S. dollar-denominated securities.

Fidelity Investments Money Management, Inc. (FIMM), at One Spartan Way, Merrimack, New Hampshire 03054, serves as a sub-adviser for each fund. FIMM has day-to-day responsibility for choosing investments for each fund.

FIMM is an affiliate of FMR. As of <R>March 31, 2003, FIMM had approximately $277.6 billion in discretionary</R> assets under management.

From time to time a manager, analyst, or other Fidelity employee may express views regarding a particular company, security, industry, or market sector. The views expressed by any such person are the views of only that individual as of the time expressed and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Each fund pays a management fee to FMR. The management fee is calculated and paid to FMR every month.

The monthly management fee for each fund is calculated by adding a group fee to an income-related fee. The income-related fee varies depending on the level of the fund's monthly gross income from an annualized rate of 0.05% (at a fund annualized gross yield of 0%) to 0.27% (at a fund annualized gross yield of 15%) of the fund's average net assets throughout the month. The group fee rate is divided by twelve and multiplied by the fund's average net assets throughout the month.

Prospectus

Fund Services - continued

The group fee rate is based on the average net assets of all the mutual funds advised by FMR. This rate cannot rise above 0.37%, and it drops as total assets under management increase.

<R>For November 2003, the group fee rate was 0.13%.</R>

The total management fee for the fiscal <R>year ended November 30, 2003, was</R> 0.20% of the fund's average net assets for U.S. Government Reserves and 0.20% of the fund's average net assets for Cash Reserves.

<R>FMR pays FIMM for providing sub-advisory services. FIMM pays FIIA for providing sub-advisory services, and FIIA in turn pays FIIA(U.K.)L.</R>

FMR may, from time to time, agree to reimburse the funds for management fees and other expenses above a specified limit. FMR retains the ability to be repaid by a fund if expenses fall below the specified limit prior to the end of the fiscal year. Reimbursement arrangements, <R>which </R>may be discontinued by FMR at any time, can decrease a fund's expenses and boost its performance.

Fund Distribution

Fidelity Distributors Corporation (FDC) distributes each fund's shares.

Each fund has adopted a Distribution and Service Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 that recognizes that FMR may use its management fee revenues, as well as its past profits or its resources from any other source, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of fund shares and/or shareholder support services. FMR, directly or through FDC, may pay significant amounts to intermediaries, such as banks, broker-dealers, and other service-providers, that provide those services. Currently, the Board of Trustees of each fund has authorized such payments.

If payments made by FMR to FDC or to intermediaries under a Distribution and Service Plan were considered to be paid out of a fund's assets on an ongoing basis, they might increase the cost of your investment and might cost you more than paying other types of sales charges.

To receive payments made pursuant to a Distribution and Service Plan, intermediaries must sign the appropriate agreement with FDC in advance.

<R>From time to time, FDC may offer special promotional programs to investors who purchase shares of Fidelity funds. For example, FDC may offer merchandise, discounts, vouchers, or similar items to investors who purchase shares of certain Fidelity funds during certain periods. To determine if you qualify for any such programs, contact Fidelity or visit our web site at www.fidelity.com.</R>

Prospectus

<R>No dealer, sales representative, or any</R> other person has been authorized to give any information or to make any representations, other than those contained in this prospectus and in the related statement of additional information (SAI), in connection with the offer contained in this prospectus. If given or made, such other information or representations must not be relied upon as having been authorized by the funds or FDC. This prospectus and the related SAI do not constitute an offer by the funds or by FDC to sell shares of the funds to or to buy shares of the funds from any person to whom it is unlawful to make such offer.

Prospectus

Appendix

Financial Highlights

The financial highlights tables are intended to help you understand each fund's financial history for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, independent accountants, whose reports, along with each fund's financial highlights and financial statements, are included in each fund's annual report. A free copy of each annual report is available upon request.

<R>Cash Reserves</R>

<R>Years ended November 30,	2003	2002	2001	2000	1999</R>
<R>Selected Per-Share Data					</R>
<R>Net asset value, beginning of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00</R>
<R>Income from Investment Operations					</R>
<R>Net investment income	.009	.017	.044	.060	.048</R>
<R>Distributions from net investment income	(.009)	(.017)	(.044)	(.060)	(.048)</R>
<R>Net asset value, end of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00</R>
<R>Total Return A	.93%	1.69%	4.46%	6.13%	4.94%</R>
<R>Ratios to Average Net Assets B					</R>
<R>Expenses before expense reductions	.40%	.39%	.39%	.46%	.44%</R>
<R>Expenses net of voluntary waivers, if any	.40%	.39%	.39%	.46%	.44%</R>
<R>Expenses net of all reductions	.40%	.39%	.39%	.46%	.44%</R>
<R>Net investment income	.93%	1.67%	4.27%	5.97%	4.85%</R>
<R>Supplemental Data					</R>
<R>Net assets, end of period (in millions)	$ 54,780	$ 57,050	$ 56,504	$ 44,214	$ 37,981</R>

^A <R>Total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

^B <R>Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.</R>

Prospectus

Appendix - continued

<R>U.S. Government Reserves</R>

<R>Years ended November 30,	2003	2002	2001	2000	1999</R>
<R>Selected Per-Share Data					</R>
<R>Net asset value, beginning of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00</R>
<R>Income from Investment Operations					</R>
<R>Net investment income	.009	.017	.044	.058	.048</R>
<R>Distributions from net investment income	(.009)	(.017)	(.044)	(.058)	(.048)</R>
<R>Net asset value, end of period	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 1.00</R>
<R>Total Return A	.94%	1.71%	4.46%	6.00%	4.86%</R>
<R>Ratios to Average Net Assets B					</R>
<R>Expenses before expense reductions	.35%	.34%	.36%	.43%	.41%</R>
<R>Expenses net of voluntary waivers, if any	.35%	.34%	.36%	.43%	.41%</R>
<R>Expenses net of all reductions	.35%	.34%	.36%	.42%	.40%</R>
<R>Net investment income	.94%	1.69%	4.15%	5.85%	4.77%</R>
<R>Supplemental Data					</R>
<R>Net assets, end of period (in millions)	$ 2,262	$ 2,560	$ 2,355	$ 1,495	$ 1,542</R>

^A <R>Total returns would have been lower had certain expenses not been reduced during the periods shown.</R>

^B <R>Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.</R>

Prospectus

Notes

Notes

<R>IMPORTANT INFORMATION ABOUT OPENING A NEW ACCOUNT</R>

To help the government fight the funding of terrorism and money laundering activities, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account.

For individual investors opening an account: When you open an account, you will be asked for your name, address, date of birth, and other information that will allow Fidelity to identify you. You may also be asked to provide documents that may help to establish your identity, such as your driver's license.

For investors other than individuals: When you open an account, you will be asked for the name of the entity, its principal place of business and taxpayer identification number (TIN) and may be requested to provide information on persons with authority or control over the account such as name, residential address, date of birth and social security number. You may also be asked to provide documents, such as driver's licenses, articles of incorporation, trust instruments or partnership agreements and other information that will help Fidelity identify the entity.

<R>You can obtain additional information about the funds. The funds' SAI includes more detailed information about each fund and its investments. The SAI is incorporated herein by reference (legally forms a part of the prospectus). Each fund's annual and semi-annual reports also include additional information.</R>

For a free copy of any of these documents or to request other information or ask questions about a fund, call Fidelity at 1-800-544-8544. In addition, you may visit Fidelity's web site at www.fidelity.com for a free copy of a prospectus or an annual or semi-annual report or to request other information.

The SAI, the funds' annual and semi-annual reports and other related materials are available from the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) Database on the SEC's web site (http://www.sec.gov). You can obtain copies of this information, after paying a duplicating fee, by sending a request by e-mail to publicinfo@sec.gov or by writing the Public Reference Section of the SEC, Washington, D.C. 20549-0102. You can also review and copy information about the funds, including the funds' SAI, at the SEC's Public Reference Room in Washington, D.C. Call 1-202-942-8090 for information on the operation of the SEC's Public Reference Room.

Investment Company Act of 1940, File Number, 811-2890

Fidelity, Fidelity Investments & (Pyramid) Design, FAST, Fidelity GoalPlanner, and Directed Dividends are registered trademarks of FMR Corp.

Portfolio Advisory Services is a service mark of FMR Corp.

<R>1.701889.106 CAS/FUS-pro-0104</R>

FIDELITY^® U.S. GOVERNMENT RESERVES
FIDELITY CASH RESERVES

Funds of Fidelity Phillips Street Trust

STATEMENT OF ADDITIONAL INFORMATION

<R>January 29, 2004</R>

This statement of additional information (SAI) is not a prospectus. Portions of each fund's annual report are incorporated herein. The annual reports are supplied with this SAI.

To obtain a free additional copy of the prospectus, dated January 29, 2004, or an annual report, please call Fidelity at 1-800-544-8544 or visit Fidelity's web site at www.fidelity.com.

TABLE OF CONTENTS	PAGE
Investment Policies and Limitations	<Click Here>
Portfolio Transactions	<Click Here>
<R>Valuation	<Click Here></R>
<R>Buying, Selling, and Exchanging Information	<Click Here></R>
Distributions and Taxes	<Click Here>
Trustees and Officers	<Click Here>
Control of Investment Advisers	<Click Here>
Management Contracts	<Click Here>
Board Approval of the Existing Investment Advisory Contracts	<Click Here>
<R>Proxy Voting Guidelines	<Click Here></R>
Distribution Services	<Click Here>
Transfer and Service Agent Agreements	<Click Here>
Description of the Trust	<Click Here>
Financial Statements	<Click Here>
Appendix	<Click Here>

<R>CAS/FUS-ptb-0104
1.539389.106</R>

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in the prospectus. Unless otherwise noted, whenever an investment policy or limitation states a maximum percentage of a fund's assets that may be invested in any security or other asset, or sets forth a policy regarding quality standards, such standard or percentage limitation will be determined immediately after and as a result of the fund's acquisition of such security or other asset. Accordingly, any subsequent change in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the fund's investment policies and limitations.

A fund's fundamental investment policies and limitations cannot be changed without approval by a "majority of the outstanding voting securities" (as defined in the Investment Company Act of 1940 (the 1940 Act)) of the fund. However, except for the fundamental investment limitations listed below, the investment policies and limitations described in this SAI are not fundamental and may be changed without shareholder approval.

<R></R>The following are each fund's fundamental investment limitations set forth in their entirety.

<R></R>Diversification

<R></R>For each fund:

<R>The fund may not purchase the securities of any issuer, if, as a result, the fund would not comply with any applicable diversification requirements for a money market fund under the Investment Company Act of 1940 and the rules thereunder, as such may be amended from time to time.</R>

<R></R>Senior Securities

<R></R>For each fund:

<R>The fund may not issue senior securities, except in connection with the insurance program established by the fund pursuant to an exemptive order issued by the Securities and Exchange Commission or as otherwise permitted under the Investment Company Act of 1940.</R>

<R></R>Margin Purchases

<R></R>For each fund:

<R>The fund may not purchase securities on margin (but the fund may obtain such credits as may be necessary for the clearance of purchases and sales of securities).</R>

<R></R>Borrowing

<R></R>For each fund:

<R>The fund may not borrow money, except that the fund may (i) borrow money for temporary or emergency purposes (not for leveraging or investment) and (ii) engage in reverse repurchase agreements for any purpose; provided that (i) and (ii) in combination do not exceed 33 1/3% of the fund's total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed this amount will be reduced within three days (not including Sundays and holidays) to the extent necessary to comply with the 33 1/3% limitation.</R>

<R></R>Underwriting

<R></R>For each fund:

<R>The fund may not underwrite securities issued by others, except to the extent that the fund may be considered an underwriter within the meaning of the Securities Act of 1933 in the disposition of restricted securities or in connection with investments in other investment companies.</R>

<R></R>Concentration

<R></R>For Cash Reserves:

<R>The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose principal business activities are in the same industry, except that the fund will invest more than 25% of its total assets in the financial services industry.</R>

<R></R>For U.S. Government Reserves:

<R>The fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, more than 25% of the fund's total assets would be invested in the securities of companies whose principal business activities are in the same industry.</R>

<R></R>Real Estate

<R></R>For each fund:

<R>The fund may not purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business).</R>

<R></R>Commodities

<R></R>For each fund:

<R>The fund may not buy or sell commodities or commodity (futures) contracts.</R>

<R></R>Loans

<R></R>For each fund:

<R>The fund may not lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.</R>

<R></R>Oil, Gas, and Mineral Exploration Programs

<R></R>For each fund:

<R>The fund may not invest in oil, gas, or other mineral exploration or development programs.</R>

<R></R>Investing for Control or Management

<R></R>For each fund:

<R>The fund may not invest in companies for the purpose of exercising control or management.</R>

<R></R>Pooled Funds

<R></R>For each fund:

<R>The fund may, notwithstanding any other fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the fund.</R>

<R></R>The following investment limitations are not fundamental and may be changed without shareholder approval.

<R></R>Diversification

<R></R>For each fund:

<R>The fund does not currently intend to purchase a security (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other money market funds) if, as a result, more than 5% of its total assets would be invested in securities of a single issuer; provided that the fund may invest up to 25% of its total assets in the first tier securities of a single issuer for up to three business days.</R>

<R>For purposes of each fund's diversification limitation discussed above, certain securities subject to guarantees (including insurance letters of credit and demand features) are not considered securities of their issuer, but are subject to separate diversification requirements, in accordance with industry standard requirements for money market funds.</R>

<R></R>Short Sales

<R></R>For each fund:

<R>The fund does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short.</R>

<R></R>Margin Purchases

<R></R>Borrowing

<R></R>For each fund:

<R>The fund may borrow money only (a) from a bank or from a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser or (b) by engaging in reverse repurchase agreements with any party</R>

<R></R>Illiquid Securities

<R></R>For each fund:

<R>The fund does not currently intend to purchase any security if, as a result, more than 10% of its net assets would be invested in securities that are deemed to be illiquid because they are subject to legal or contractual restrictions on resale or because they cannot be sold or disposed of in the ordinary course of business at approximately the prices at which they are valued.</R>

<R>For purposes of each fund's illiquid securities limitation discussed above, if through a change in values, net assets, or other circumstances, the fund were in a position where more than 10% of its net assets were invested in illiquid securities, it would consider appropriate steps to protect liquidity.</R>

<R></R>Loans

<R></R>For each fund:

<R>The fund does not currently intend to lend assets other than securities to other parties, except by lending money (up to 15% of the fund's net assets) to a registered investment company or portfolio for which FMR or an affiliate serves as investment adviser. (This limitation does not apply to purchases of debt securities or to repurchase agreements.)</R>

<R></R>Pooled Funds

<R></R>For each fund:

<R>The fund does not currently intend to invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objective, policies, and limitations as the fund.</R>

<R>Cash Reserves intends to comply with the requirements of Section 12(d)(1)(G)(i)(IV) of the 1940 Act.</R>

The following pages contain more detailed information about types of instruments in which a fund may invest, strategies Fidelity Management & Research Company (FMR) may employ in pursuit of a fund's investment objective, and a summary of related risks. FMR may not buy all of these instruments or use all of these techniques unless it believes that doing so will help a fund achieve its goal.

Affiliated Bank Transactions. A fund may engage in transactions with financial institutions that are, or may be considered to be, "affiliated persons" of the fund under the 1940 Act. These transactions may involve repurchase agreements with custodian banks; short-term obligations of, and repurchase agreements with, the 50 largest U.S. banks (measured by deposits); municipal securities; U.S. Government securities with affiliated financial institutions that are primary dealers in these securities; short-term currency transactions; and short-term borrowings. In accordance with exemptive orders issued by the Securities and Exchange Commission (SEC), the Board of Trustees has established and periodically reviews procedures applicable to transactions involving affiliated financial institutions.

Asset-Backed Securities represent interests in pools of mortgages, loans, receivables, or other assets. Payment of interest and repayment of principal may be largely dependent upon the cash flows generated by the assets backing the securities and, in certain cases, supported by letters of credit, surety bonds, or other credit enhancements. Asset-backed security values may also be affected by other factors including changes in interest rates, the availability of information concerning the pool and its structure, the creditworthiness of the servicing agent for the pool, the originator of the loans or receivables, or the entities providing the credit enhancement. In addition, these securities may be subject to prepayment risk.

Borrowing. Each fund may borrow from banks or from other funds advised by FMR or its affiliates, or through reverse repurchase agreements, and may make additional investments while borrowings are outstanding.

Cash Management. A fund can hold uninvested cash.

Central Funds are money market or short-term bond funds managed by FMR or its affiliates. The money market central funds seek to earn a high level of current income (free from federal income tax in the case of a municipal money market fund) while maintaining a stable $1.00 share price. The money market central funds comply with industry-standard requirements for money market funds regarding the quality, maturity, and diversification of their investments. The short-term bond central funds seek to obtain a high level of current income consistent with preservation of capital.

Domestic and Foreign Investments 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, evidence of ownership of portfolio securities may be held outside of the United States and a fund may be subject to the risks associated with 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.

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, FMR determines the liquidity of a fund's investments and, through reports from FMR, the Board monitors investments in illiquid securities. In determining the liquidity of a fund's investments, FMR may consider various factors, 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).

Interfund Borrowing and Lending Program. Pursuant to an exemptive order issued by the SEC, a fund may lend money to, and borrow money from, other funds advised by FMR or its affiliates. A fund will borrow through the program only when the costs are equal to or lower than the costs of bank loans, and 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 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.

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 the funds.

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.

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.

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. The funds will engage in repurchase agreement transactions with parties whose creditworthiness has been reviewed and found satisfactory by FMR.

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 (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. The funds will enter into reverse repurchase agreements with parties whose creditworthiness has been reviewed and found satisfactory by FMR. Such transactions may increase fluctuations in the market value of fund assets and a fund's yield and may be viewed as a form of leverage.

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). Short sales against the box could be used to protect the net asset value per share (NAV) of the fund in anticipation of increased interest rates, without sacrificing the current yield of 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. The fund will incur transaction costs in connection with opening and closing short sales against the box.

Sources of Liquidity or Credit Support. Issuers may employ various forms of credit and liquidity enhancements, including letters of credit, guarantees, puts, and demand features, and insurance provided by domestic or foreign entities such as banks and other financial institutions. FMR may rely on its evaluation of the credit of the liquidity or credit enhancement provider in determining whether to purchase a security supported by such enhancement. In evaluating the credit of a foreign bank or other foreign entities, FMR will consider 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 entity providing the enhancement could affect the value of the security or a fund's share price.

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 money market securities, although stripped securities may be more volatile. 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.

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. 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.

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.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are placed on behalf of each fund by FMR pursuant to authority contained in the management contract. FMR may also be responsible for the placement of portfolio transactions for other investment companies and investment accounts for which it has or its affiliates have investment discretion. In selecting brokers or dealers (including affiliates of FMR), FMR generally considers: the execution price; the size and type of the transaction; the nature and character of the markets for the security to be purchased or sold; the execution efficiency, settlement capability, and financial condition of the firm; the execution services rendered on a continuing basis; the reasonableness of any compensation paid; arrangements for payment of fund expenses, if applicable; and the provision of additional brokerage and research products and services.

If FMR grants investment management authority to a sub-adviser (see the section entitled "Management Contracts"), that sub-adviser is authorized to provide the services described in the sub-advisory agreement, and will do so in accordance with the policies described in this section.

<R>Purchases and sales of securities on a securities exchange are effected through brokers who receive compensation for their services. Compensation may also be paid in connection with riskless principal transactions (in both over-the-counter (OTC) securities and securities listed on an exchange) and agency OTC transactions executed with an electronic communications network (ECN) or an alternative trading system.</R>

Securities may be purchased from underwriters at prices that include underwriting fees.

Each fund may execute portfolio transactions with brokers or dealers that provide products and services. These products and services may include: economic, industry, or company research reports or investment recommendations; subscriptions to financial publications or research data compilations; compilations of securities prices, earnings, dividends, and similar data; computerized databases; quotation equipment and services; research or analytical computer software and services; products or services that assist in effecting transactions, including services of third-party computer systems developers directly related to research and brokerage activities; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). The receipt of these products and services has not reduced FMR's normal research activities in providing investment advice to the funds. FMR's expenses could be increased, however, if it attempted to generate these additional products and services through its own efforts.

Certain of the products and services FMR receives from brokers or dealers are furnished by brokers or dealers on their own initiative, either in connection with a particular transaction or as part of their overall services. In addition, FMR may request a broker or dealer to provide a specific proprietary or third-party product or service. While FMR takes into account the products and services provided by a broker or dealer in determining whether compensation paid is reasonable, neither FMR nor a fund incurs an obligation to the broker, dealer, or third party to pay for any product or service (or portion thereof) by generating a certain amount of compensation or otherwise.

<R>Brokers or dealers that execute transactions for a fund may receive compensation that is in excess of the amount of compensation that other brokers or dealers might have charged, in recognition of the products and services they have provided. Before causing a fund to pay such higher compensation, FMR will make a good faith determination that the compensation is reasonable in relation to the value of the products and services provided viewed in terms of the particular transaction for the fund or FMR's overall responsibilities to the fund or other investment companies and investment accounts. Typically, these products and services assist FMR or its affiliates in terms of its overall investment responsibilities to the fund and other investment companies and investment accounts; however, each product or service received may not benefit the fund.</R>

<R>FMR may place trades with certain brokers with which it is under common control, including National Financial Services LLC (NFS), provided it determines that this affiliate's products, services, and costs are comparable to those of non-affiliated, qualified brokerage firms. FMR may also place trades with Archipelago ECN (Archipelago), an ECN in which a wholly-owned subsidiary of FMR Corp. has an equity ownership interest, if the compensation is fair, reasonable, and comparable to compensation charged by non-affiliated, qualified brokerage firms for similar services. </R>

FMR may allocate brokerage transactions to brokers or dealers (including affiliates of FMR) who have entered into arrangements with FMR under which the broker-dealer allocates a portion of the compensation paid by a fund toward the reduction of that fund's expenses.

The Trustees of each fund periodically review FMR's performance of its responsibilities in connection with the placement of portfolio transactions on behalf of the fund and review the compensation paid by the fund over representative periods of time to determine if they are reasonable in relation to the benefits to the fund.

A fund may pay compensation including both commissions and spreads in connection with the placement of portfolio transactions.

<R>For the fiscal years ended November 30, 2003, 2002, and 2001 each fund paid no brokerage commissions.</R>

<R>For the fiscal year ended November 30, 2003, each fund paid no brokerage commissions to firms for providing research services. </R>

The Trustees of each fund have approved procedures in conformity with Rule 10f-3 under the 1940 Act whereby a fund may purchase securities that are offered in underwritings in which an affiliate of FMR participates. These procedures prohibit the funds from directly or indirectly benefiting an FMR affiliate in connection with such underwritings. In addition, for underwritings where an FMR affiliate participates as a principal underwriter, certain restrictions may apply that could, among other things, limit the amount of securities that the funds could purchase in the underwritings.

From time to time the Trustees will review whether the recapture for the benefit of the funds of some portion of the compensation <R>paid by the funds on portfolio transactions is legally permissible and advisable. The Trustees intend to continue to review whether</R> recapture opportunities are available and are legally permissible and, if so, to determine in the exercise of their business judgment whether it would be advisable for each fund to participate, or continue to participate, in the commission recapture program.

Although the Trustees and officers of each fund are substantially the same as those of other funds managed by FMR or its affiliates, investment decisions for each fund are made independently from those of other funds or investment accounts (including proprietary accounts) managed by FMR or its affiliates. The same security is often held in the portfolio of more than one of these funds or investment accounts. Simultaneous transactions are inevitable when several funds and investment accounts are managed by the same investment adviser, particularly when the same security is suitable for the investment objective of more than one fund or investment account.

When two or more funds or investment accounts are simultaneously engaged in the purchase or sale of the same security, the prices and amounts are allocated in accordance with procedures believed to be appropriate and equitable to <R>each fund or investment account.</R> In some cases this system could have a detrimental effect on the price or value of the security as far as each fund is concerned. In other cases, however, the ability of the funds to participate in volume transactions will produce better executions and prices for the funds. It is the current opinion of the Trustees that the desirability of retaining FMR as investment adviser to each fund outweighs any disadvantages that may be said to exist from exposure to simultaneous transactions.

VALUATION

Each fund's NAV is the value of a single share. The NAV of each fund is computed by adding the value of the fund's investments, cash, and other assets, subtracting its liabilities, and dividing the result by the number of shares outstanding.

Portfolio securities and other assets are valued on the basis of amortized cost. This technique involves initially valuing an instrument at its cost as adjusted for amortization of premium or accretion of discount rather than its current market value. The amortized cost value of an instrument may be higher or lower than the price a fund would receive if it sold the instrument.

Securities of other open-end investment companies are valued at their respective NAVs.

<R>At such intervals as they deem appropriate, the Trustees consider the extent to which NAV calculated by using market valuations would deviate from the $1.00 per share calculated using amortized cost valuation. If the Trustees believe that a deviation from a fund's amortized cost per share may result in material dilution or other unfair results to shareholders, the Trustees have agreed to take such corrective action, if any, as they deem appropriate to eliminate or reduce, to the extent reasonably practicable, the dilution or unfair results. Such corrective action could include selling portfolio instruments prior to maturity to realize capital gains or losses or to shorten average portfolio maturity; withholding dividends; redeeming shares in kind; establishing NAV by using available market quotations; and such other measures as the Trustees may deem appropriate. </R>

<R>BUYING, SELLING, AND EXCHANGING INFORMATION</R>

A fund may make redemption payments in whole or in part in readily marketable securities or other property pursuant to procedures approved by the Trustees if FMR determines it is in the best interests of the fund. Such securities or other property will be valued for this purpose as they are valued in computing each fund's NAV. Shareholders that receive securities or other property will realize, upon receipt, a gain or loss for tax purposes, and will incur additional costs and be exposed to market risk prior to and upon sale of such securities or other property.

DISTRIBUTIONS AND TAXES

<R>Dividends. Because each fund's income is primarily derived from interest, dividends from the fund generally will not qualify for the dividends-received deduction available to corporate shareholders or the long-term capital gains tax rates available to individuals. Short-term capital gains are taxable at ordinary income tax rates, but do not qualify for the dividends-received deduction.</R>

Capital Gain Distributions. Each fund may distribute any net realized capital gains once a year or more often, as necessary.

<R>As of </R>November 30, 2003, U.S. Government Reserves had an aggregate capital loss carryforward of approximately $9,000. This loss carryforward, all of which will expire on November 30, 2010, is available to offset future capital gains.

<R>As of </R>November 30, 2003, Cash Reserves had an aggregate capital loss carryforward of approximately $848,000. This loss carryforward, all of which will expire on November 30, 2011, is available to offset future capital gains.

State and Local Tax Issues. For mutual funds organized as business trusts, state law provides for a pass-through of the state and local income tax exemption afforded to direct owners of U.S. Government securities. Some states limit this pass-through to mutual funds that invest a certain amount in U.S. Government securities, and some types of securities, such as repurchase agreements and some agency-backed securities, may not qualify for this benefit. The tax treatment of your dividends from a fund will be the same as if you directly owned a proportionate share of the U.S. Government securities. Because the income earned on certain U.S. Government securities is exempt from state and local personal income taxes, the portion of dividends from a fund attributable to these securities will also be free from state and local personal income taxes. The exemption from state and local personal income taxation does not preclude states from assessing other taxes on the ownership of U.S. Government securities.

Tax Status of the Funds. Each fund intends to qualify each year as a "regulated investment company" under Subchapter M of the Internal Revenue Code so that it will not be liable for federal tax on income and capital gains distributed to shareholders. In order to qualify as a regulated investment company, and avoid being subject to federal income or excise taxes at the fund level, each fund intends to distribute substantially all of its net investment income and net realized capital gains within each calendar year as well as on a fiscal year basis, and intends to comply with other tax rules applicable to regulated investment companies.

Other Tax Information. The information above is only a summary of some of the tax consequences generally affecting each fund and its shareholders, and no attempt has been made to discuss individual tax consequences. It is up to you or your tax preparer to determine whether the sale of shares of a fund resulted in a capital gain or loss or other tax consequence to you. In addition to federal income taxes, shareholders may be subject to state and local taxes on fund distributions, and shares may be subject to state and local personal property taxes. Investors should consult their tax advisers to determine whether a fund is suitable to their particular tax situation.

TRUSTEES AND OFFICERS

The Trustees, <R>Members of the Advisory Board</R>, and executive officers of the trust and funds, as applicable, are listed below. The Board of Trustees governs each fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee each fund's activities, review contractual arrangements with companies that provide services to each fund, and review each fund's performance. Except for William O. McCoy, each of the Trustees oversees <R>291 </R>funds advised by FMR or an affiliate. Mr. McCoy oversees 293 funds advised by FMR or an affiliate.

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. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and <R>Advisory Board Members</R> hold office without limit in time, except that any officer and <R>Advisory Board Member</R> 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.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation
<R>Edward C. Johnson 3d (73)**</R>
	Year of Election or Appointment: 1992 Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, and a Director of FMR Corp.; a Director and Chairman of the Board and of the Executive Committee of FMR; Chairman and a Director of Fidelity Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.
<R>Abigail P. Johnson (41)**</R>
<R>	Year of Election or Appointment: 2001</R> Senior Vice President of U.S. Government Reserves (2001) and Cash Reserves (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.
<R>Laura B. Cronin (49)</R>
<R>	Year of Election or Appointment: 2003</R> Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).
<R>Robert L. Reynolds (51)</R>
<R>	Year of Election or Appointment: 2003</R> Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* 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.

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

Non-Interested Trustees:

Correspondence intended for each non-interested 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, Age; Principal Occupation
<R>J. Michael Cook (61)</R>
<R>	Year of Election or Appointment: 2001 </R> Prior to Mr. Cook's retirement in May 1999, he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP (accounting/consulting), Chairman of the Deloitte & Touche Foundation, and a member of the Board of Deloitte Touche Tohmatsu. He currently serves as a Director of Comcast (telecommunications, 2002), International Flavors & Fragrances, Inc. (2000), Rockwell Automation (2000) and The Dow Chemical Company (2000). He is a Member of the Diversity Advisory Council of Marakon (2003) and the Advisory Board of the Directorship Search Group, Chairman Emeritus of the Board of Catalyst (a leading organization for the advancement of women in business), and is Chairman of the Accountability Advisory Council to the Comptroller General of the United States. He also serves as a Member of the Advisory Board of the Graduate School of Business of the University of Florida, his alma mater.
<R>Ralph F. Cox (71)</R>
<R>	Year of Election or Appointment: 1992</R> Mr. Cox is President of RABAR Enterprises (management consulting for the petroleum industry). Prior to February 1994, he was President of Greenhill Petroleum Corporation (petroleum exploration and production). Until March 1990, Mr. Cox was President and Chief Operating Officer of Union Pacific Resources Company (exploration and production). He is a Director of CH2M Hill Companies (engineering), and Abraxas Petroleum (petroleum exploration and production, 1999). In addition, he is a member of advisory boards of Texas A&M University and the University of Texas at Austin.
<R>Robert M. Gates (60)</R>
<R>	Year of Election or Appointment: 1997</R> Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), and Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.
<R>George H. Heilmeier (67)</R>
<R>	Year of Election or Appointment: 2004</R> Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001) and Teletech Holdings (customer management services, 1998). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the IEEE (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences and The Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002) and Compaq (1994-2002).
<R>Donald J. Kirk (71)</R>
<R>	Year of Election or Appointment: 1992</R> Mr. Kirk is a Governor of the American Stock Exchange (2001), a Trustee and former Chairman of the Board of Trustees of the Greenwich Hospital Association, a Director of the Yale-New Haven Health Services Corp. (1998), and a Director Emeritus and former Chairman of the Board of Directors of National Arts Strategies Inc. Mr. Kirk was an Executive-in-Residence (1995-2000) and a Professor (1987-1995) at Columbia University Graduate School of Business. Prior to 1987, he was Chairman of the Financial Accounting Standards Board. Previously, Mr. Kirk served as a Governor of the National Association of Securities Dealers, Inc. (1996-2002), a member and Vice Chairman of the Public Oversight Board of the American Institute of Certified Public Accountants' SEC Practice Section (1995-2002), a Director of General Re Corporation (reinsurance, 1987-1998) and as a Director of Valuation Research Corp. (appraisals and valuations).
<R>Marie L. Knowles (57)</R>
<R>	Year of Election or Appointment: 2001</R> 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. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing), URS Corporation (multidisciplinary engineering, 1999), and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.
<R>Ned C. Lautenbach (59)</R>
<R>	Year of Election or Appointment: 2000</R> Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Chairman and as a Director (1998) of Acterna Corporation (communications test equipment). He is also Co-Chairman of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Eaton Corporation (diversified industrial) and the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.
<R>Marvin L. Mann (70)</R>
<R>	Year of Election or Appointment: 1993</R> Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals) where he served as CEO until April 1998 and retired as Chairman May 1999, and remains a member of the Board. Prior to 1991, he held the positions of Vice President of International Business Machines Corporation (IBM) and President and General Manager of various IBM divisions and subsidiaries. Mr. Mann is a Board member of Imation Corp. (imaging and information storage) and Acterna Corporation (communications test equipment, 1999). He is also a member of the Director Services Committee of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.
<R>William O. McCoy (70)</R>
<R>	Year of Election or Appointment: 1997</R> Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), Progress Energy, Inc. (electric utility), and Acterna Corporation (communications test equipment, 1999). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).
<R>William S. Stavropoulos (64)</R>
<R>	Year of Election or Appointment: 2002</R> Mr. Stavropoulos is Chairman of the Board, President and CEO (2002), and Chairman of the Executive Committee (2000) and a Director of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000) and Chief Executive Officer (1995-2000). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council, World Business Council for Sustainable Development, and the University of Notre Dame Advisory Council for the College of Science.

<R></R>Advisory Board Members and Executive Officers:

<R>Correspondence intended for Ms. Small may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to 82 Devonshire Street, Boston, Massachusetts 02109. </R>

<R>Name, Age; Principal Occupation</R>
<R>Peter S. Lynch (60)</R>
<R>	Year of Election or Appointment: 2003 </R> Member of the Advisory Board of Fidelity Phillips Street Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). Prior to May 31, 1990, he was a Director of FMR and Executive Vice President of FMR (a position he held until March 31, 1991), Vice President of Fidelity Magellan Fund and FMR Growth Group Leader, and Managing Director of FMR Corp. Mr. Lynch was also Vice President of Fidelity Investments Corporate Services. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.
<R>Cornelia M. Small (59)</R>
<R>	Year of Election or Appointment:2004</R> Member of the Advisory Board of Fidelity Phillips Street Trust. Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors (1998-1999) of Scudder Kemper Investments. In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
<R>Dwight D. Churchill (49)</R>
<R>	Year of Election or Appointment: 2000</R> Vice President of U.S. Government Reserves and Cash Reserves. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.
<R>David L. Murphy (55)</R>
<R>	Year of Election or Appointment: 2002</R> Vice President of U.S. Government Reserves and Cash Reserves. Mr. Murphy also serves as Vice President of Fidelity's Money Market Funds (2002) and Vice President of certain Asset Allocation Funds (2003). He serves as Senior Vice President (2000) and Money Market Group Leader (2002) of the Fidelity Investments Fixed Income Division. Mr. Murphy is also a Senior Vice President of FIMM (2003) and a Vice President of FMR (2000). Previously, Mr. Murphy served as Bond Group Leader (2000-2002) and Vice President of Fidelity's Taxable Bond Funds (2000-2002) and Fidelity's Municipal Bond Funds (2001-2002). Mr. Murphy joined Fidelity in 1989 as a portfolio manager in the Bond Group.
<R>John Todd (54)</R>
<R>	Year of Election or Appointment: 1997</R> Vice President of Cash Reserves. Mr. Todd also serves as Vice President of funds advised by FMR.
<R>Eric D. Roiter (55)</R>
<R>	Year of Election or Appointment: 1998</R> Secretary of U.S. Government Reserves and Cash Reserves. He also serves as Secretary of other Fidelity funds (1998); Vice President, General Counsel, and Clerk of FMR Co., Inc. (2001) and FMR (1998); Vice President and Clerk of FDC (1998); Assistant Clerk of Fidelity Management & Research (U.K.) Inc. (2001) and Fidelity Management & Research (Far East) Inc. (2001); and Assistant Secretary of Fidelity Investments Money Management Inc. (2001). Prior to joining Fidelity, Mr. Roiter was with the law firm of Debevoise & Plimpton, as an associate (1981-1984) and as a partner (1985-1997), and served as an Assistant General Counsel of the U.S. Securities and Exchange Commission (1979-1981). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003).
<R>Stuart Fross (44)</R>
<R>	Year of Election or Appointment: 2003</R> Assistant Secretary of U.S. Government Reserves and Cash Reserves. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.
<R>Maria F. Dwyer (44)</R>
<R>	Year of Election or Appointment: 2002</R> President and Treasurer of U.S. Government Reserves and Cash Reserves. Ms. Dwyer also serves as President and Treasurer of other Fidelity funds (2002) and is a Vice President (1999) and an employee (1996) of FMR. Prior to joining Fidelity, Ms. Dwyer served as Director of Compliance for MFS Investment Management.
<R>Timothy F. Hayes (52)</R>
<R>	Year of Election or Appointment: 2002</R> Chief Financial Officer of U.S. Government Reserves and Cash Reserves. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).
<R>Jennifer S. Taub (36)</R>
<R>	Year of Election or Appointment: 2003</R> Assistant Vice President of U.S. Government Reserves and Cash Reserves. Ms. Taub is Assistant Vice President of Fidelity's Fixed-Income Funds (2003), Assistant Secretary of FIMM (2003), and is an employee of FMR.
<R>John R. Hebble (45)</R>
<R>	Year of Election or Appointment: 2003</R> Deputy Treasurer of U.S. Government Reserves and Cash Reserves. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).
<R>John H. Costello (57)</R>
<R>	Year of Election or Appointment: 1986</R> Assistant Treasurer of U.S. Government Reserves and Cash Reserves. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.
<R>Francis V. Knox, Jr. (56)</R>
<R>	Year of Election or Appointment: 2002</R> Assistant Treasurer of U.S. Government Reserves and Cash Reserves. Mr. Knox also serves as Assistant Treasurer of other Fidelity funds (2002), and is a Vice President and an employee of FMR. Previously, Mr. Knox served as Vice President of Investment & Advisor Compliance (1990-2001), and Compliance Officer of Fidelity Management & Research (U.K.) Inc. (1992-2002), Fidelity Management & Research (Far East) Inc. (1991-2002), and FMR Corp. (1995-2002).
<R>Mark Osterheld (48)</R>
<R>	Year of Election or Appointment: 2002</R> Assistant Treasurer of U.S. Government Reserves and Cash Reserves. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.
<R>Thomas J. Simpson (45)</R>
<R>	Year of Election or Appointment: 1996</R> Assistant Treasurer of U.S. Government Reserves and Cash Reserves. Mr. Simpson is Assistant Treasurer of other Fidelity funds (2000) and an employee of FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and Fund Controller of Liberty Investment Services (1987-1995).

<R>Standing Committees of the Funds' Trustees. The Board of Trustees has established various committees to facilitate the timely and efficient consideration of all matters of importance to non-interested Trustees, each fund, and fund shareholders and to facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 10 standing committees.</R>

<R>The Operations Committee is composed of all of the non-interested Trustees, with Mr. Mann currently serving as Chairman. The committee normally meets monthly (except August), or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the non-interested Trustees. The committee also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the Fidelity funds and FMR and its affiliates, and annually reviews and makes recommendations regarding transfer agent and other service agreements, insurance coverage, and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders, significant litigation, and the voting of proxies of portfolio companies. The committee also has oversight of compliance issues not specifically in the scope of the charters of the Audit Committee or Fund Oversight Committees and considers other operating matters not specifically within the scope of oversight of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR. During the fiscal year ended November 30, 2003, the committee held 12 meetings.</R>

The Fair Value Oversight Committee is composed of all of the non-interested Trustees, with Mr. Mann serving as Chairman. The <R>committee normally meets quarterly, or more frequently as called by the Chair, in conjunction with meetings of the Board of Trus</R>tees. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and their classification as liquid <R>or illiquid and monitors matters of disclosure to the extent required to fulfill its statutory responsibilities.</R> The committee provides oversight regarding the investment policies relating to, and Fidelity funds' investment in, non-traditional securities. The committee also reviews actions taken by FMR's Fair Value Committee. During the fiscal year ended November 30, 2003, the committee held five meetings.

<R>The Board of Trustees has established three Fund Oversight Committees: the Equity Committee (composed of Messrs. Lautenbach (Chairman), Kirk, and Stavropoulos), the Fixed-Income and International Committee (composed of Messrs. Cook (Chairman) and Cox and Ms. Knowles), and the Select and Special Committee (composed of Messrs. McCoy (Chairman), Gates, and Heilmeier). Each committee normally meets monthly (except August) or more frequently as called by the Chair of the respective committee. Each committee oversees investment advisory services provided by FMR to the relevant funds and develops an understanding of and monitors the investment objectives, policies, and practices of the relevant Fidelity funds. Each committee also monitors investment performance, compliance by each relevant Fidelity fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters and the personnel and other resources devoted to the management of each fund. The Fixed-Income and International Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues, and of international research. The Select and Special Committee has oversight of FMR's equity investment research. Each committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes, and liquidations of funds. The non-interested Trustees of each committee may organize working groups to make recommendations concerning issues related to funds that are within the scope of the committee's review. These working groups report to the committee or to the non-interested Trustees, or both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's deliberations. Prior to December 2003, the Fixed-Income and International Committee was known as the Fixed-Income/International Committee, and the Select and Special Committee was known as the Select Committee. During the fiscal year ended November 30, 2003, the Equity Committee held 10 meetings, the Fixed-Income and International Committee held 11 meetings, and the Select and Special Committee held 10 meetings.</R>

<R>The Board of Trustees established in December 2003 two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Lautenbach (Chairman), Cook, and McCoy) and the Fixed-Income Contract Committee (composed of Messrs. Cook (Chairman) and Cox, and Ms. Knowles). Each committee ordinarily meets monthly during the first six months of each year and more frequently as necessary to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Board of Trustees in its consideration of investment advisory agreements of each fund. Each committee receives information on and makes recommendations concerning the approval of investment advisory agreements between the Fidelity funds and FMR and its affiliates and any non-FMR affiliate that serves as a sub-adviser to a Fidelity fund (collectively, "investment advisers") and the annual review of these contracts. The Fixed-Income Contract Committee will be responsible for investment advisory agreements of the Fixed-Income funds. The Equity Contract Committee will be responsible for the investment advisory agreements of all other funds. With respect to each fund under its purview, each committee: requests and receives information on the nature, levels and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the profitability and other benefits that the investment advisers and their respective affiliates derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers methodologies for determining the extent to which the funds benefit from economies of scale and refinements to these methodologies; considers such other matters and information as may be necessary and appropriate to evaluate investment advisory agreements of the funds; and makes recommendations to the Board concerning the approval or renewal of investment advisory agreements. Each committee will consult with the other committees of the Board of Trustees, and in particular with the Audit Committee and the applicable Fund Oversight Committees, in carrying out its responsibilities. Each committee's responsibilities are guided by Sections 15(c) and 36(b) of the Investment Company Act. While each committee consists solely of non-interested Trustees, its meetings may, depending upon the subject matter, be attended by one or more senior members of FMR's management or representatives of a sub-adviser not affiliated with FMR. During the fiscal year ended November 30, 2003, each fund contract committee held no meetings.</R>

<R>The Shareholder Services, Brokerage and Distribution Committee is composed of Messrs. Cox (Chairman), Cook, Heilmeier, Lautenbach, and Stavropoulos. The committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair. Regarding shareholder services, the committee considers the structure and amount of the Fidelity funds' transfer agency fees, custody fees and direct fees to investors (other than sales loads), such as small account and exchange fees and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration of these fees. The committee also considers other non-investment management services rendered to the Fidelity funds by FMR and its affiliates, including pricing and bookkeeping services and fees. Regarding brokerage, the committee monitors and recommends policies concerning the securities transactions of the Fidelity funds. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution and commissions paid to firms supplying research and brokerage services or paying fund expenses. The committee also monitors brokerage and other similar relationships between the Fidelity funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution of fund shares, the committee considers issues bearing on the various distribution channels employed by the Fidelity funds, including issues regarding Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finders' fees. The committee also oversees and receives reports on the preparation and use of advertisements and sales literature for the Fidelity funds. Prior to January 2003, the Shareholder Services, Brokerage and Distribution Committee was broken out into three separate committees: the Committee on Service Fees and the Committee on Distribution Channels, both of which conferred periodically and met at least annually, and the Brokerage Committee, which normally met four times a year, or more often as required, in conjunction with meetings of the Board of Trustees. During the fiscal year ended November 30, 2003, the Shareholder Services, Brokerage and Distribution Committee held eight meetings, the Committee on Service Fees held no meetings, the Committee on Distribution Channels held no meetings, and the Brokerage Committee held one meeting.</R>

<R>The Audit Committee is composed of Ms. Knowles (Chairman), Messrs. Gates, Kirk and McCoy. 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 in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair. The committee meets separately at least four times a year with the Fidelity funds' Treasurer, with personnel responsible for the internal audit function of FMR Corp., and with the Fidelity funds' outside auditors. The committee has direct responsibility for the appointment, compensation and oversight of the work of the outside auditors employed by the Fidelity funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the Fidelity funds and the funds' service providers, (ii) the financial reporting processes of the Fidelity funds, (iii) the independence, objectivity and qualification of the auditors to the Fidelity funds, (iv) the annual audits of the Fidelity funds' financial statements, and v) the accounting policies and disclosures of the Fidelity funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any Fidelity fund, and (ii) the provision by any outside auditor of certain non-audit services to Fidelity fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the Fidelity funds. It is responsible for approving all audit engagement fees and terms for the Fidelity funds, resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting, and has sole authority to hire and fire any auditor. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the Fidelity funds and any service providers consistent with Independent Standards Board Standard No. 1. The committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or former employees of the outside auditors. It oversees and receives reports on the Fidelity funds' service providers' internal controls and reviews the adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Fidelity funds' ability to record, process, summarize and report financial data; (ii) any change in the fund's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; (iii) and any fraud, whether material or not, that involves management or other employees who have a significant role in the Fidelity funds' or service providers internal controls over financial reporting. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the Fidelity funds' financial reporting process, will discuss with FMR, the Fidelity funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR Corp. their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the Fidelity funds, and will review with FMR, the Fidelity funds' Treasurer, outside auditor, and internal auditor personnel of FMR Corp. (to the extent relevant) the results of audits of the Fidelity funds' financial statements. The committee will review periodically the Fidelity fund's major internal controls exposures and the steps that have been taken to monitor and control such exposures. The committee also plays an oversight role in respect of each Fidelity fund's compliance with its name test and investment restrictions, the code of ethics relating to personal securities transactions, the code of ethics applicable to certain senior officers of the Fidelity funds, and anti-money laundering requirements. During the fiscal year ended November 30, 2003, the committee held 10 meetings.</R>

<R>The Governance and Nominating Committee is composed of Messrs. Mann (Chairman), Cox, and Gates, each of whom is not an "interested person" (as defined in the 1940 Act). The committee has two charters: one addressing fund governance and Board administrative matters and one addressing the nomination for the appointment or election of non-interested Trustees. The committee meets as called by the Chair. The committee also recommends the establishment of committees (including ad hoc and standing committees). The committee is also responsible for other fund governance and board administration matters. With respect to fund governance and board administration matters, the committee periodically reviews procedures and policies of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of non-interested Trustees. It acts as the administrative committee under the Retirement Plan for non-interested Trustees who retired prior to December 30, 1996 and under the fee deferral plan for non-interested Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the non-interested Trustees. On behalf of the non-interested Trustees, the committee will make such findings and determinations as to the independence of counsel for the non-interested Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to non-interested Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the non-interested Trustees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other developments in mutual fund governance. The committee meets with non-interested Trustees at least once a year to discuss the Statement of Policies and other matters relating to fund governance. The committee also oversees the annual self-evaluation of the non-interested Trustees. The committee makes nominations for the election or appointment of non-interested Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee will have sole authority to retain and terminate any search firm used to identify non-interested Trustee candidates, including sole authority to approve such firm's fees and other retention terms. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as a non-interested Trustee of the Fidelity funds, should be submitted to the Chairman of the committee at the address maintained for communications with non-interested Trustees. If the committee retains a search firm, the Chairman will forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting non-interested Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an "interested person" of FMR or its affiliates within the meaning of the Investment Company Act of 1940; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) that could create an appearance of lack of independence in respect of FMR and its affiliates; (iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) able to attend 11 meetings per year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) the capacity for the hard work and attention to detail that is required to be an effective non-interested Trustee in light of the Fidelity funds' complex regulatory, operational and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an non-interested Trustee. During the fiscal year ended November 30, 2003, the committee held nine meetings.</R>

The following table sets forth information describing the dollar range of equity securities beneficially owned by each Trustee in each fund and in all funds in the aggregate within the same fund family overseen by the Trustee for the calendar year ended December <R>31, 2003</R>.

<R>Interested Trustees</R>
<R>DOLLAR RANGE OF FUND SHARES	Edward C. Johnson 3d	Abigail P. Johnson	Laura B. Cronin	Robert L. Reynolds</R>
<R>U.S. Government Reserves	none	none	none	none</R>
<R>Cash Reserves	$10,001 - $50,000	over $100,000	$1 - $10,000	none</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY	over $100,000	over $100,000	over $100,000	over $100,000</R>

<R>Non-Interested Trustees</R>
<R>DOLLAR RANGE OF FUND SHARES	J. Michael Cook	Ralph F. Cox	Robert M. Gates	George H. Heilmeier	Donald J. Kirk</R>
<R>U.S. Government Reserves	none	$1 - $10,000	none	none	$1 - $10,000</R>
<R>Cash Reserves	$10,001 - $50,000	$50,001 - $100,000	$50,001 - $100,000	none	$50,001 - $100,000</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY	over $100,000	over $100,000	over $100,000	over $100,000	over $100,000</R>
<R>DOLLAR RANGE OF FUND SHARES	Marie L. Knowles	Ned C. Lautenbach	Marvin L. Mann	William O. McCoy	William S. Stavropoulos</R>
<R>U.S. Government Reserves	none	none	$1 - $10,000	none	none</R>
<R>Cash Reserves	$10,001 - $50,000	$10,001 - $50,000	$50,001 - $100,000	$50,001 - $100,000	$10,001 - $50,000</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY	over $100,000	over $100,000	over $100,000	over $100,000	over $100,000</R>

The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services for the fiscal year ended November 30, 2003, or calendar year ended December 31, <R>2003</R>, as applicable.

<R>Compensation Table*</R>
<R>AGGREGATE COMPENSATION FROM A FUND	J. Michael Cook	Ralph F. Cox	Phyllis Burke Davis**	Robert M. Gates	George H. Heilmeier***	Donald J. Kirk	Marie L. Knowles	</R>
<R>U.S. Government Reserves	$ 806	$ 845	$ 801	$ 839	$ 602	$ 837	$ 833	</R>
<R>Cash ReservesC	$ 18,740	$ 19,648	$ 18,622	$ 19,508	$ 14,148	$ 19,471	$ 19,371	</R>
<R>TOTAL COMPENSATION FROM THE FUND COMPLEXA	$ 253,500	$ 261,000	$ 250,500	$ 259,500	$ 212,000	$ 261,000	$ 258,000	</R>
<R>AGGREGATE COMPENSATION FROM A FUND	Ned C. Lautenbach	Marvin L. Mann	William O. McCoy	Cornelia M. Small****	William S. Stavropoulos			</R>
<R>U.S. Government Reserves	$ 818	$ 1,036	$ 834	$ 0	$ 805			</R>
<R>Cash ReservesC	$ 19,031	$ 24,089	$ 19,399	$ 0	$ 18,722			</R>
<R>TOTAL COMPENSATION FROM THE FUND COMPLEXA	$ 256,500	$ 324,000	$ 298,500B	$ 0	$ 253,500			</R>

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

<R>** Ms. Davis served on the Board of Trustees through December 31, 2003.</R>

<R>*** During the period from March 1, 2003 through December 31, 2003, Dr. Heilmeier served as a Member of the Advisory Board. Effective January 1, 2004, Dr. Heilmeier serves as a Member of the Board of Trustees.</R>

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

^A Information is for the calendar year ended December 31, 2003 for 293 funds of 57 trusts in the fund complex. Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 2003, the Trustees accrued required deferred compensation from the funds as follows: J. Michael Cook, $111,000; Ralph F. Cox, $111,000; Phyllis Burke Davis, $111,000; Robert M. Gates, $111,000; Donald J. Kirk, $111,000; Marie L. Knowles, $111,000; Ned C. Lautenbach, $111,000; Marvin L. Mann, $141,000; William O. McCoy, $111,000; and William S. Stavropoulos, $<R>111,000</R>. Certain of the non-interested Trustees elected voluntarily to defer a portion of their compensation as follows: J. Michael Cook, $35,316.47; Ralph F. Cox, $35,316.47; Phyllis Burke Davis, $44,989.93; Ned C. Lautenbach, $44,989.93; and William O. McCoy, $82,489.93.

^B Compensation figures include cash and may include amounts deferred at Mr. McCoy's election under a deferred compensation plan adopted by the other open-end registered investment companies in the fund complex (Other Open-End Funds). Pursuant to the deferred compensation plan, Mr. McCoy, as a non-interested Trustee, may elect to defer receipt of all or a portion of his annual fees. Amounts deferred under the deferred compensation plan are credited to an account established for Mr. McCoy on the books of the Other Open-End Funds. Interest is accrued on amounts deferred under the deferred compensation plan. For the calendar year ended December 31, <R>2003</R>, Mr. McCoy voluntarily elected to defer $<R>37</R>,<R>5</R>00.

^C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each non-interested Trustee are as follows: J. Michael Cook, $<R>11,798</R>; Ralph F. Cox, $<R>11,798</R>; Phyllis Burke Davis, $<R>11,798</R>; Robert M. Gates, $<R>11,798</R>; Donald J. Kirk, $<R>11,798</R>; Marie L. Knowles, $<R>11,798</R>; Ned C. Lautenbach, $<R>11,798</R>; Marvin L. Mann, $<R>14,987</R>; <R>William O. McCoy</R>, $<R>11,798</R>; and William S. Stavropoulos, $<R>11,798</R>. Certain of the non-interested Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: <R>Phyllis Burke Davis,</R> $4,802; Ned C. Lautenbach, $4,802; and William O. McCoy, $4,802.

Under a deferred compensation plan adopted in September 1995 and amended in November 1996 and January 2000 (the Plan), non-interested Trustees must defer receipt of a portion of, and may elect to defer receipt of an additional portion of, their annual fees. Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of Fidelity funds including funds in each major investment discipline and representing a majority of Fidelity's assets under management (the Reference Funds). The amounts ultimately received by the non-interested Trustees under the Plan will be directly linked to the investment performance of the Reference Funds. Deferral of fees in accordance with the Plan will have a negligible effect on a fund's assets, liabilities, and net income per share, and will not obligate a fund to retain the services of any non-interested Trustee or to pay any particular level of compensation to the non-interested Trustee. A fund may invest in the Reference Funds under the Plan without shareholder approval.

<R>As of November 30, 2003, the Trustees, Members of the Advisory Board, and officers of each fund owned, in the aggregate, less than 1% of each fund's total outstanding shares.</R>

CONTROL OF INVESTMENT ADVISERS

FMR Corp., organized in 1972, is the ultimate parent company of FMR and Fidelity Investments Money Management, Inc. (FIMM). The voting common stock of FMR Corp. is divided into two classes. Class B is held predominantly by members of the Edward C. Johnson 3d family and is entitled to 49% of the vote on any matter acted upon by the voting common stock. Class A is held predominantly by non-Johnson family member employees of FMR Corp. and its affiliates and is entitled to 51% of the vote on any such matter. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class 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 stock of that company. Therefore, through their ownership of voting common stock 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 Corp.

At present, the primary business activities of FMR Corp. and its subsidiaries are: (i) the provision of investment advisory, management, shareholder, investment information and assistance and certain fiduciary services for individual and institutional investors; (ii) the provision of securities brokerage services; (iii) the management and development of real estate; and (iv) the investment in and operation of a number of emerging businesses.

<R>Fidelity International Limited (FIL), a Bermuda company formed in 1968, is the ultimate parent company of Fidelity International Investment Advisors (FIIA) and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L). Edward C. Johnson 3d, Johnson family members, and various trusts for the benefit of the Johnson family own, directly or indirectly, more than 25% of the voting common stock of FIL. At present, the primary business activities of FIL and its subsidiaries are the provision of investment advisory services to non-U.S. investment companies and private accounts investing in securities throughout the world.</R>

<R>FMR, FIMM, FIIA, FIIA(U.K.)L (the Investment Advisers), Fidelity Distributors Corporation (FDC), and the funds have adopted codes of ethics under Rule 17j-1 of the 1940 Act that sets forth employees' fiduciary responsibilities regarding the funds, establish procedures for personal investing, and restrict certain transactions. Employees subject to the codes of ethics, including Fidelity investment personnel, may invest in securities for their own investment accounts, including securities that may be purchased or held by the funds.</R>

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant to which FMR furnishes investment advisory and other services.

Management Services. Under the terms of its management contract with each fund, FMR acts as investment adviser and, subject to the supervision of the Board of Trustees, has overall responsibility for directing the investments of the fund in accordance with its investment objective, policies and limitations. FMR also provides each fund with all necessary office facilities and personnel for servicing the fund's investments, compensates all officers of each fund and all Trustees who are "interested persons" of the trust or of FMR, and all personnel of each fund or FMR performing services relating to research, statistical and investment activities.

In addition, FMR or its affiliates, subject to the supervision of the Board of Trustees, provide the management and administrative services necessary for the operation of each fund. These services include providing facilities for maintaining each fund's organization; supervising relations with custodians, transfer and pricing agents, accountants, underwriters and other persons dealing with each fund; preparing all general shareholder communications and conducting shareholder relations; maintaining each fund's records and the registration of each fund's shares under federal securities laws and making necessary filings under state securities laws; developing management and shareholder services for each fund; and furnishing reports, evaluations and analyses on a variety of subjects to the Trustees.

Management-Related Expenses. In addition to the management fee payable to FMR and the fees payable to the transfer, dividend disbursing, and shareholder servicing agent and pricing and bookkeeping agent, each fund pays all of its expenses that are not assumed by those parties. Each fund pays for the typesetting, printing, and mailing of its proxy materials to shareholders, legal expenses, and the fees of the custodian, auditor, and non-interested Trustees. Each fund's management contract further provides that the fund will pay for typesetting, printing, and mailing prospectuses, statements of additional information, notices, and reports to shareholders; however, under the terms of each fund's transfer agent agreement, the transfer agent bears these costs. Other expenses paid by each fund include interest, taxes, brokerage commissions, the fund's proportionate share of insurance premiums and Investment Company Institute dues, and the costs of registering shares under federal securities laws and making necessary filings under state securities laws. Each fund is also liable for such non-recurring expenses as may arise, including costs of any litigation to which the fund may be a party, and any obligation it may have to indemnify its officers and Trustees with respect to litigation.

Management Fees. For the services of FMR under the management contract, each fund pays FMR a monthly management fee which has two components: a group fee and an income component.

The group fee rate is based on the monthly average net assets of all of the registered investment companies with which FMR has management contracts.

GROUP FEE RATE SCHEDULE				EFFECTIVE ANNUAL FEE RATES
Average Group Assets			Annualized Rate	Group Net Assets	Effective Annual Fee Rate
0	-	$3 billion	.3700%	$ 1 billion	.3700%
3	-	6	.3400	50	.2188
6	-	9	.3100	100	.1869
9	-	12	.2800	150	.1736
12	-	15	.2500	200	.1652
15	-	18	.2200	250	.1587
18	-	21	.2000	300	.1536
21	-	24	.1900	350	.1494
24	-	30	.1800	400	.1459
30	-	36	.1750	450	.1427
36	-	42	.1700	500	.1399
42	-	48	.1650	550	.1372
48	-	66	.1600	600	.1349
66	-	84	.1550	650	.1328
84	-	120	.1500	700	.1309
120	-	156	.1450	750	.1291
156	-	192	.1400	800	.1275
192	-	228	.1350	850	.1260
228	-	264	.1300	900	.1246
264	-	300	.1275	950	.1233
300	-	336	.1250	1,000	.1220
336	-	372	.1225	1,050	.1209
372	-	408	.1200	1,100	.1197
408	-	444	.1175	1,150	.1187
444	-	480	.1150	1,200	.1177
480	-	516	.1125	1,250	.1167
516	-	587	.1100	1,300	.1158
587	-	646	.1080	1,350	.1149
646	-	711	.1060	1,400	.1141
711	-	782	.1040
782	-	860	.1020
860	-	946	.1000
946	-	1,041	.0980
1,041	-	1,145	.0960
1,145	-	1,260	.0940
Over		1,260	.0920

The group fee rate is calculated on a cumulative basis pursuant to the graduated fee rate schedule shown above on the left. The schedule above on the right shows the effective annual group fee rate at various asset levels, which is the result of cumulatively applying <R>the annualized rates on the left. For example, the effective annual fee rate at $797 billion of group net assets - the approximate level for November 2003 - was 0.1276%, which is the weighte</R>d average of the respective fee rates for each level of group net assets up to $797 billion.

One-twelfth of the group fee rate is applied to the fund's average net assets for the month, giving a dollar amount which is the fee for that month to which the income component is added.

The income component for each month is the sum of an income-based fee and an asset-based fee as follows:

If the fund's annualized gross yield is:
Equal To or Greater Than	But Less Than	Income-Based Fee	Annual Asset- Based Fee Rate
0.00%	1.00%	2% of Monthly Gross Income	0.05%
1.00%	3.00%	zero	0.07%
3.00%	11.00%	2% of Monthly Gross Income	0.01%
11.00%	13.00%	zero	0.23%
13.00%	15.00%	2% of Monthly Gross Income	(0.03)%
15.00%	--	zero	0.27%

Gross income, for this purpose, includes interest accrued and/or discount earned (including both original issue discount and market discount) on portfolio obligations, less amortization of premium on portfolio obligations. Annualized gross yield is determined by dividing the fund's gross income for the month by the average daily net assets of the fund and dividing the result by the number of days in the month divided by 365 days. One-twelfth of the annual asset-based fee rate is applied to the fund's average net assets for the month, and the resulting dollar amount (positive or negative) is the asset-based fee for that month.

Cash Reserves' management contract further provides that FMR will reimburse the fund, in an amount not in excess of the fund's management fee for any fiscal year, if the fund's aggregate operating expenses exceed 1% of the average net assets of the fund.

The following table shows the amount of management fees paid by each fund to FMR for the past three fiscal years.

Fund	Fiscal Years Ended November 30A	Management Fees Paid to FMR
<R>U.S. Government Reserves	2003	$ 4,856,000</R>
<R>	2002	$ 5,215,000</R>
<R>	2001	$ 3,913,000</R>
<R>Cash Reserves	2003	$ 113,738,000</R>
<R>	2002	$ 112,259,000</R>
<R>	2001	$ 106,762,000</R>

^A Prior to January 1, 2001, each fund paid FMR a monthly management fee with three components: a group fee, an individual fund fee of 0.03% of the fund's average net assets, and an income-based fee of 6% of the fund's monthly gross income in excess of an annualized 5% yield.

FMR may, from time to time, voluntarily reimburse all or a portion of a fund's operating expenses (exclusive of interest, taxes, brokerage commissions, and extraordinary expenses), <R>which is subject to revision or discontinuance</R>. 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 by FMR will increase a fund's returns and yield, and repayment of the reimbursement by a fund will lower its returns and yield.

Sub-Adviser - FIMM. On behalf of each fund, FMR has entered into a sub-advisory agreement with FIMM pursuant to which FIMM has day-to-day responsibility for choosing investments for each fund.

Under the terms of the sub-advisory agreements, FMR pays FIMM fees equal to 50% of the management fee payable to FMR under its management contract with each fund. The fees paid to FIMM are not reduced by any voluntary or mandatory expense reimbursements that may be in effect from time to time.

Fees paid to FIMM by FMR on behalf of each fund for the past three fiscal years are shown in the following table.

Fund	Fiscal Year Ended November 30	Fees Paid to FIMM
<R>U.S. Government Reserves	2003	$ 2,429,192</R>
<R>	2002	$ 2,606,166</R>
<R>	2001	$ 1,956,571</R>
<R>Cash Reserves	2003	$ 56,908,608</R>
<R>	2002	$ 56,103,773</R>
<R>	2001	$ 53,380,153</R>

<R></R>Sub-Advisers - FIIA and FIIA(U.K.)L. On behalf of each fund, FIMM has entered into a master international fixed-income research agreement with FIIA. On behalf of each fund, FIIA, in turn, has entered into a fixed-income sub-research agreement with FIIA(U.K.)L. Pursuant to the fixed-income research agreements, FIMM may receive investment advice and research services concerning issuers and countries outside the United States. In particular, FIIA and FIIA(U.K.)L will make minimal credit risk and comparable quality determinations for foreign issuers that issue U.S. dollar-denominated securities.

<R>Under the terms of the master international fixed-income research agreement, FIMM pays FIIA an amount based on a fund's net assets relative to the assets of other registered investment companies with which FMR or FIMM has management contracts. Under the terms of the fixed-income sub-research agreement, FIIA pays FIIA(U.K.)L an amount equal to the administrative costs incurred in providing investment advice and research services for a fund.</R>

<R>For the past three fiscal years, no fees were paid to FIIA or FIIA(U.K.)L on behalf of the funds for providing investment advice and research services pursuant to the fixed-income research agreements.</R>

BOARD APPROVAL OF THE EXISTING INVESTMENT ADVISORY CONTRACTS

Matters Considered by the Board. The mutual funds for which the members of the Board of Trustees serve as Trustees are referred to herein as the "Fidelity funds." The Board of Trustees is scheduled to meet 11 times a year. The Board of Trustees, including the non-interested Trustees, believes that matters bearing on each fund's advisory contracts are considered at most, if not all, of its meetings. While the full Board of Trustees or the non-interested Trustees, as appropriate, act on all major matters, a significant portion of the activities of the Board of Trustees (including certain of those described herein) is conducted through committees. The non-interested Trustees meet frequently in executive session and are advised by independent legal counsel selected by the non-interested Trustees.

Information Received by the Board of Trustees. In connection with their meetings, the Board of Trustees, including the non-interested Trustees, received materials specifically relating to the existing management contracts and sub-advisory agreements (the Investment Advisory Contracts). These materials included (i) information on the investment performance of each fund, a peer group of funds and an appropriate index or combination of indices, (ii) sales and redemption data in respect of each fund, and (iii) the economic outlook and the general investment outlook in the markets in which each fund invests. The Board of Trustees, including the non-interested Trustees, also considers periodically other material facts such as (1) the Investment Advisers' results and financial condition, (2) arrangements in respect of the distribution of each fund's shares, (3) the procedures employed to determine the value of each fund's assets, (4) the allocation of each fund's brokerage, if any, including allocations to brokers affiliated with the Investment Advisers, the use of "soft" commission dollars <R>to pay for research and brokerage services, and the use of brokerage commissions to pay fund expenses,</R> (5) the Investment Advisers' management of the relationships with each fund's custodian and subcustodians, (6) the resources devoted to and the record of compliance with each fund's investment policies and restrictions and with policies on personal securities transactions, and (7) the nature, cost and character of non-investment management services provided by the Investment Advisers and their affiliates.

Additional information was furnished by the Investment Advisers including, among other items, information on and analysis of (a) the overall organization of the Investment Advisers, (b) investment performance, (c) the choice of performance indices and benchmarks, (d) the composition of peer groups of funds, (e) transfer agency and bookkeeping fees paid to affiliates of the Investment Advisers, (f) investment management staffing, (g) the potential for achieving further economies of scale, (h) operating expenses paid to third parties, and (i) the information furnished to investors, including each fund's shareholders.

In considering the Investment Advisory Contracts, the Board of Trustees, including the non-interested Trustees, did not identify any single factor as all-important or controlling, and the following summary does not detail all the matters considered. Matters considered by the Board of Trustees, including the non-interested Trustees, in connection with its approval of the Investment Advisory Contracts include the following:

Benefits to Shareholders. The Board of Trustees, including the non-interested Trustees, considered the benefit to shareholders of investing in a fund that is part of a large family of funds offering a variety of investment disciplines and providing for a large variety of fund and shareholder services.

Investment Compliance and Performance. The Board of Trustees, including the non-interested Trustees, considered whether each fund has operated within its investment objective and its record of compliance with its investment restrictions. It also reviewed each fund's investment performance as well as the performance of a peer group of mutual funds, and the performance of an appropriate index or combination of indices.

The Investment Advisers' Personnel and Methods. The Board of Trustees, including the non-interested Trustees, reviews at least annually the background of each fund's portfolio manager and each fund's investment objective and discipline. The non-interested Trustees have also had discussions with senior management of the Investment Advisers responsible for investment operations <R>and the senior management of Fidelity's money market group</R>. Among other things they considered the size, education and experience of the Investment Advisers' investment staff, their use of technology, and the Investment Advisers' approach to recruiting, training and retaining portfolio managers and other research, advisory and management personnel.

Nature and Quality of Other Services. The Board of Trustees, including the non-interested Trustees, considered the nature, quality, cost and extent of administrative and shareholder services performed by the Investment Advisers and affiliated companies, under the existing Investment Advisory Contracts and under separate agreements covering transfer agency functions and pricing, bookkeeping and securities lending services, if any. The Board of Trustees, including the non-interested Trustees, has also considered the nature and extent of the Investment Advisers' supervision of third party service providers, principally custodians and subcustodians.

Expenses. The Board of Trustees, including the non-interested Trustees, considered each fund's expense ratio, and expense ratios of a peer group of funds. It also considered the amount and nature of fees paid by shareholders.

Profitability. The Board of Trustees, including the non-interested Trustees, considered the level of the Investment Advisers' profits in respect of the management of the Fidelity funds, including each fund. This consideration included an extensive review of the Investment Advisers' methodology in allocating their costs to the management of a fund. The Board of Trustees, including the non-interested Trustees, has concluded that the cost allocation methodology employed by the Investment Advisers has a reasonable basis and is appropriate in light of all of the circumstances. It considered the profits realized by the Investment Advisers in connection with the operation of a fund and whether the amount of profit is a fair entrepreneurial profit for the management of a fund. It also considered the profits realized from non-fund businesses which may benefit from or be related to a fund's business. The Board of Trustees, including the non-interested Trustees, also considered the Investment Advisers' profit margins in comparison with available industry data.

Economies of Scale. The Board of Trustees, including the non-interested Trustees, considered whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including each fund) have appropriately benefitted from any economies of scale, and whether there is potential for realization of any further economies of scale. The Board of Trustees, including the non-interested Trustees, has concluded that any potential economies of scale are being shared between fund shareholders and the Investment Advisers in an appropriate manner.

Other Benefits to the Investment Advisers. The Board of Trustees, including the non-interested Trustees, also considered the character and amount of fees paid by each fund and each fund's shareholders for services provided by the Investment Advisers and their affiliates, including fees for services like transfer agency, fund accounting, and direct shareholder services. It also considered the allocation of fund brokerage to brokers affiliated with the Investment Advisers, the receipt of sales loads and payments under Rule 12b-1 plans in respect of certain of the Fidelity funds, and benefits to the Investment Advisers from the use of "soft" dollar commissions to pay for research and other similar services. The Board of Trustees, including the non-interested Trustees, also considered the revenues and profitability of the Investment Advisers' businesses other than their mutual fund business, including the Investment Advisers' retail brokerage, correspondent brokerage, capital markets, trust, investment advisory, pension record keeping, insurance, publishing, real estate, international research and investment funds, and others. The Board of Trustees, including the non-interested Trustees, considered the intangible benefits that accrue to the Investment Advisers and their affiliates by virtue of their relationship with each fund.

<R></R>Conclusion. Based on its evaluation of all material factors and assisted by the advice of independent counsel, the Board of Trustees, including the non-interested Trustees, concluded that the existing advisory fee structures are fair and reasonable, and that the existing Investment Advisory Contracts should be approved.

<R>PROXY VOTING GUIDELINES</R>

<R>The following Proxy Voting Guidelines were established by the Board of Trustees of the funds, after consultation with Fidelity. (The guidelines are reviewed periodically by Fidelity and by the non-interested Trustees of the Fidelity funds, and, accordingly, are subject to change.)</R>

<R>I. General Principles</R>

<R> A. Except as set forth herein, portfolio securities should generally be voted in favor of incumbent directors and in favor of routine management proposals.</R>

<R> B. Non-routine proposals covered by the following guidelines should generally be voted in accordance with the guidelines.</R>

<R> C. Non-routine proposals not covered by the following guidelines or other special circumstances should be evaluated by the appropriate FMR analyst or portfolio manager, subject to review by the President or General Counsel of FMR or the General Counsel of FMR Corp. A significant pattern of such non-routine proposals or other special circumstances should be referred to the Committee on Operations or its designee.</R>

<R>II. Portfolio shares should generally be voted against anti-takeover proposals, including:</R>

<R> A. Fair Price Amendments, except those that consider only a two year price history and are not accompanied by other anti-takeover measures.</R>

<R> B. Classified Boards. FMR will generally vote in favor of proposals to declassify a board of directors. FMR will consider voting against such a proposal if the issuer's Articles of Incorporation or applicable statute includes 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.</R>

<R> C. Authorization of "Blank Check" Preferred Stock.</R>

<R> D. Golden Parachutes:</R>

<R> 1. Accelerated options and/or employment contracts that will result in a lump sum payment of more than three times annual compensation (salary and bonus) in the event of termination.</R>

<R> 2. Compensation contracts for outside directors.</R>

<R> 3. Tin Parachutes that cover a group beyond officers and directors and permit employees to voluntarily terminate employment and receive payment.</R>

<R> 4. Adoption of a Golden or Tin Parachute will result in our withholding authority in the concurrent or next following vote on the election of directors.</R>

<R> E. Supermajority Provisions.</R>

<R> F. Poison Pills:</R>

<R> 1. Introduction of a Poison Pill without shareholder approval will result in FMR withholding authority in the concurrent or next following vote on the election of directors. In addition, extension of an existing Poison Pill or the adoption of a new Poison Pill without shareholder approval upon the expiration of an existing Pill will result in FMR withholding authority in the concurrent or next following vote on the election of directors.</R>

<R> 2. FMR will consider not withholding its authority on the election of directors if (a) the board has adopted a Poison Pill with a sunset provision; (b) the Pill is linked to a business strategy that will result in greater value for the shareholders; (c) the term is less than 5 years; and (d) shareholder approval is required to reinstate the expired Pill. In addition, the Funds will consider not withholding authority on the election of directors if company management indicates that the board is willing to strongly consider seeking shareholder ratification of, or adding a sunset provision meeting the above conditions to, an existing Pill. In such a case, if the company does not take appropriate action prior to the next annual shareholder meeting, the Funds would withhold their vote from the election of directors at that next meeting.</R>

<R> 3. FMR will generally withhold authority on the election of directors if a company refuses, upon request by FMR, to amend a Poison Pill Plan to allow 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. On a case-by-case basis, FMR may determine not to withhold authority on the election of directors if a company's Poison Pill Plan, although imposing an aggregate ownership position limit of less than 20%, in the judgment of FMR provides the funds with sufficient investment flexibility.</R>

<R> 4. Portfolio shares will be voted for shareholder proposals requiring or recommending that shareholders be given an opportunity to vote on the adoption of poison pills.</R>

<R> 5. If shareholders are requested to approve adoption of a Poison Pill plan, the Funds will, in general, consider voting in favor of the Poison Pill plan if: (a) the board has adopted a Poison Pill with a sunset provision; (b) the Pill is determined to be linked to a business strategy that will result in greater value for the shareholders; (c) the term is generally not longer than 5 years; (d) shareholder approval is required to reinstate an expired Pill; (e) the Pill contains a provision suspending its application, by shareholder referendum, in the event a potential acquirer announces a bona fide offer, made for all outstanding shares; and (f) the Pill 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. On a case-by-case basis, FMR may determine to vote in favor of a company's Poison Pill Plan if the Plan, although imposing an aggregate ownership position limit of less than 20%, in the judgment of FMR provides the funds with sufficient investment flexibility.</R>

<R> G. Elimination of, or limitation on, shareholder rights (e.g., action by written consent, ability to call meetings, or remove directors).</R>

<R> H. Transfer of authority from shareholders to directors.</R>

<R> I. Reincorporation in another state (when accompanied by anti-takeover provisions).</R>

<R>III. Stock Option Plans</R>

<R> A. Stock Option plans should be evaluated on a case-by-case basis. Portfolio shares should generally be voted against Stock Option Plan adoptions or amendments to authorize additional shares if:</R>

<R> 1. The dilution effect of the shares authorized under the plan, plus the shares reserved for issuance pursuant to all other stock plans, is greater than 10%. However, for companies with a smaller market capitalization, the dilution effect may not be greater than 15%. If the plan fails this test, the dilution effect may be evaluated relative to any unusual factor involving the company.</R>

<R> 2. 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.</R>

<R> 3. The Board may, without shareholder approval, (i) materially increase the benefits accruing to participants under the plan, (ii) materially increase the number of securities which may be issued under the plan, or (iii) materially modify the requirements for participation in the plan.</R>

<R> 4. The granting of options to non-employee directors is subject to management discretion, the plan is administered by a compensation committee not comprised entirely of non-employee directors or the plan is administered by a board of directors not comprised of a majority of non-employee directors, versus non-discretionary grants specified by the plan's terms.</R>

<R> 5. However, a modest number of shares may be available for grant to employees and non-employee directors without complying with Guidelines 2, 3 and 4 immediately above if such shares meet both of two conditions:</R>

<R> a. They are granted by a compensation committee composed entirely of independent directors.</R>

<R> b. They are limited to 5% (large capitalization company) and 10% (small capitalization company) of the shares authorized for grant under the plan.</R>

<R> 6. The plan's terms allow repricing of underwater options, or the Board/Committee has repriced options outstanding under the plan in the past 2 years. However, option repricing may be acceptable if all of the following conditions, as specified by the plan's express terms, or board resolution, are met:</R>

<R> a. The repricing is authorized by a compensation committee composed entirely of independent directors to fulfill a legitimate corporate purpose such as retention of a key employee;</R>

<R> b. The repricing is rarely used and then only to maintain option value due to extreme circumstances beyond management's control; and</R>

<R> c. The repricing is limited to no more than 5% (large capitalization company) or 10% (small capitalization company) of the shares currently authorized for grant under the plan.</R>

<R> 7. Furthermore, if a compensation committee composed entirely of independent directors determines that options need to be granted to employees other than the company's executive officers, that no shares are currently available for such options under the company's existing plans, and that such options need to be granted before the company's next shareholder meeting, then the company may reprice options in an amount not to exceed an additional 5% or 10%, as applicable, if such company seeks authorization of at least that amount at the very next shareholders' meeting.</R>

<R> 8. For purposes of this Guideline III, a large capitalization company generally means a company in the Russell 1000; the small capitalization company category generally includes all companies outside the Russell 1000.</R>

<R> B. FMR will generally withhold its authority on the election of directors if, within the last year and without shareholder approval, the company's board of directors or compensation committee has repriced outstanding options held by officers or directors which, together with all other options repriced under the same stock option plan (whether held by officers, directors or other employees) exceed 5% (for a large capitalization company) or 10% (for a small capitalization company) of the shares authorized for grant under the plan.</R>

<R> C. Proposals to reprice outstanding stock options should be evaluated on a case-by-case basis. FMR will consider supporting a management proposal to reprice outstanding options based upon whether the proposed repricing is consistent with the interests of shareholders, taking into account such factors as:</R>

<R> 1. Whether the repricing proposal excludes senior management and directors;</R>

<R> 2. Whether the options proposed to be repriced exceeded FMR's dilution thresholds when initially granted;</R>

<R> 3. Whether the repricing proposal is value neutral to shareholders based upon an acceptable options pricing model;</R>

<R> 4. The company's relative performance compared to other companies within the relevant industry or industries;</R>

<R> 5. Economic and other conditions affecting the relevant industry or industries in which the company competes and;</R>

<R> 6. Any other facts or circumstances relevant to determining whether a repricing proposal is consistent with the interests of shareholders.</R>

<R>IV. Restricted Stock Awards ("RSA") should be evaluated on a case-by-case basis. Portfolio shares should generally be voted against RSA adoptions or amendments to authorize additional shares if:</R>

<R> A. The dilution effect of the shares authorized under the plan, plus the shares reserved for issuance pursuant to all other stock plans, is greater than 10%. However, for companies with a smaller market capitalization, the dilution effect may not be greater than 15%. If the plan fails this test, the dilution effect may be evaluated relative to any unusual factor involving the company.</R>

<R> B. The Board may materially alter the RSA without shareholder approval, including a provision that allows the Board to lapse or waive restrictions at its discretion.</R>

<R> C. The granting of RSAs to non-employee directors is subject to management discretion, versus non-discretionary grants specified by the plan's terms.</R>

<R> D. The restriction period is less than 3 years. RSAs with a restriction period of less than 3 years but at least 1 year are acceptable if the RSA is performance based.</R>

<R> E. However, a modest number of shares may be available for grant to employees and non-employee directors without complying with Guidelines B, C and D immediately above if such shares meet both of two conditions:</R>

<R> 1. They are granted by a compensation committee composed entirely of independent directors.</R>

<R> 2. They are limited to 5% (large capitalization company) and 10% (small capitalization company) of the shares authorized for grant under the plan.</R>

<R> F. For purposes of this Guideline IV, a large capitalization company generally means a company in the Russell 1000; the small capitalization company category generally includes all companies outside the Russell 1000.</R>

<R></R>V. Other Stock-Related Plans should be evaluated on a case-by-case basis:

<R> A. Omnibus Stock Plans - vote against entire plan if one or more component violates any of the criteria in parts III or IV above, except if the component is de minimus. In the case of an omnibus stock plan, the 5% and 10% limits in Guidelines III and IV will be measured against the total number of shares under all components of such plan.</R>

<R> B. Employee Stock Purchase Plans - vote against if the plan violates any of the criteria in parts III and IV above, except that the minimum stock purchase price may be equal to or greater than 85% of the stock's fair market value if 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, the minimum stock purchase price may be equal to the prevailing "best practices," as articulated by the research or recommendations of the relevant proxy research or corporate governance services, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.</R>

<R> C. Stock Awards (other than stock options and RSAs) - generally vote against unless they are identified as being granted to officers/directors in lieu of salary or cash bonus, subject to number of shares being reasonable.</R>

<R>VI. Unusual Increases in Common Stock:</R>

<R> A. An increase of up to 3 times outstanding and scheduled to be issued, including stock options, is acceptable; any increase in excess of 3 times would be voted against except in the case of real estate investment trusts, where an increase of 5 times is, in general, acceptable.</R>

<R> B. Measured as follows: requested increased authorization plus stock authorized to be issued under Poison Pill divided by current stock outstanding plus any stock scheduled to be issued (not including Poison Pill authority). (If the result is greater than 3, Portfolio shares should be voted against.)</R>

<R>VII. Portfolio shares should, in general, be voted against the introduction of new classes of Stock with Differential Voting Rights.</R>

<R>VIII. With regard to Cumulative Voting Rights, Portfolio shares should be voted in favor of introduction or against elimination on a case-by-case basis where this is determined to enhance Portfolio interests as minority shareholders.</R>

<R>IX. Greenmail - Portfolio shares should be voted for anti-greenmail proposals so long as they are not part of anti-takeover provisions.</R>

<R>X. Portfolio shares should be voted in favor of charter by-law amendments expanding the Indemnification of Directors and/or limiting their liability for Breaches of Care.</R>

<R> A. Portfolio shares should be voted against such proposals if FMR is otherwise dissatisfied with the performance of management or the proposal is accompanied by anti-takeover measures.</R>

<R>XI. Portfolio shares should be voted in favor of proposals to adopt Confidential Voting and Independent Vote Tabulation practices.</R>

<R>XII. Portfolio shares should be voted 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 Statutes.</R>

<R>XIII. Employee Stock Ownership Plans ("ESOPs") should be evaluated on a case-by-case basis. Portfolio shares should usually be voted for 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. Portfolio shares should be voted against leveraged ESOPs if all outstanding loans are due immediately upon change in control.</R>

<R>XIV. Voting of shares in securities of any U.S. banking organization shall be conducted in a manner consistent with conditions that may be specified by the Federal Reserve Board for a determination under federal banking law that no Fund or group of Funds has acquired control of such banking organization.</R>

<R>XV. Avoidance of Potential Conflicts of Interest</R>

<R>Voting of shares shall be conducted in a manner consistent with the best interests of mutual fund shareholders as follows: (i) securities of a portfolio company shall be voted solely in a manner consistent with the Proxy Voting Guidelines; and (ii) voting shall be done without regard to any other Fidelity Companies' relationship, business or otherwise, with that portfolio company.</R>

<R>FMR applies the following policies and follows the procedures set forth below:</R>

<R> A. FMR has placed responsibility for the Funds' proxy voting in the FMR Legal Department.</R>

<R> B. The FMR Legal Department votes proxies according to the Proxy Voting Guidelines that are approved by the Funds' Board of Trustees.</R>

<R> C. The FMR Legal Department consults with the appropriate analysts or portfolio managers regarding the voting decisions of non-routine proposals that are not addressed by the Proxy Voting Guidelines. Each of the President or General Counsel of FMR or the General Counsel of FMR Corp is authorized to take a final decision.</R>

<R> D. When a Fidelity Fund invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F) or (G) of the Investment Company Act of 1940, as amended, or to the extent disclosed in the Fund's registrations statement, FMR will use pass through voting or echo voting procedures.</R>

<R>XVI. Executive Compensation</R>

<R>FMR will consider withholding authority for the election of directors and voting against management proposals on stock-based compensation plans or other compensation plans based on whether the proposals are consistent with the interests of shareholders, taking into account such factors as: (i) whether the company has an independent compensation committee; and (ii) whether the compensation committee has authority to engage independent compensation consultants.</R>

DISTRIBUTION SERVICES

Each fund has entered into a distribution agreement with FDC, an affiliate of FMR. The principal business address of FDC is 82 Devonshire Street, Boston, Massachusetts 02109. FDC is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the National Association of Securities Dealers, Inc. The distribution agreements call for FDC to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the funds, which are continuously offered at NAV. Promotional and administrative expenses in connection with the offer and sale of shares are paid by FMR.

The Trustees have approved a Distribution and Service Plan on behalf of each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the Rule). The Rule provides in substance that a mutual fund may not engage directly or indirectly in financing any activity that is primarily intended to result in the sale of shares of the fund except pursuant to a plan approved on behalf of the fund under the Rule. The Plans, as approved by the Trustees, allow the funds and FMR to incur certain expenses that might be considered to constitute indirect payment by the funds of distribution expenses.

Under each Plan, if the payment of management fees by the fund to FMR is deemed to be indirect financing by the fund of the distribution of its shares, such payment is authorized by the Plan. Each Plan specifically recognizes that FMR may use its management fee revenue, as well as its past profits or its other resources, to pay FDC for expenses incurred in connection with providing services intended to result in the sale of fund shares and/or shareholder support services. In addition, each Plan provides that FMR, directly or through FDC, may pay significant amounts to intermediaries, such as banks, broker-dealers, and other service-providers, that provide those services. Currently, the Board of Trustees has authorized such payments for U.S. Government Reserves and Cash Reserves 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 fund and its shareholders. In particular, the Trustees noted that each Plan does not authorize payments by the fund other than those made to FMR under its management contract with the fund. To the extent that each Plan gives FMR and FDC greater flexibility in connection with the distribution of fund shares, additional sales of fund 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.

Each fund may execute portfolio transactions with, and purchase securities issued by, depository institutions that receive payments under the Plans. No preference for the instruments of such depository institutions will be shown in the selection of investments.

FDC may compensate intermediaries that satisfy certain criteria established from time to time by FDC relating to the level or type of services provided by the intermediary, the sale or expected sale of significant amounts of shares, or other factors.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each fund has entered into a transfer agent agreement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR. Under the terms of the agreements, FSC performs transfer agency, dividend disbursing, and shareholder services for each fund.

For providing transfer agency services, FSC receives a position fee and an asset-based fee each paid monthly with respect to each position in a fund. For retail accounts and certain institutional accounts, these fees are based on size of position and fund type. For certain institutional retirement accounts, these fees are based on fund type. For certain other institutional retirement accounts, these fees are based on account type and fund type. The position fees are subject to increase based on postage rate changes.

FSC also collects fees charged in connection with providing certain types of services such as exchanges, closing out fund balances, maintaining fund positions with low balances, checkwriting, wire transactions, and providing historical account research.

In addition, FSC receives the pro rata portion of the transfer agency fees applicable to shareholder accounts in a qualified tuition program (QTP), as defined under the Small Business Job Protection Act of 1996, managed by FMR or an affiliate and in each Fidelity Freedom Fund and Fidelity Four-in-One Index Fund, funds of funds managed by an FMR affiliate, according to the percentage of the QTP's, Freedom Fund's, or Fidelity Four-in-One Index Fund's assets that is invested in a fund, subject to certain limitations in the case of Fidelity Four-in-One Index Fund.

FSC pays out-of-pocket expenses associated with providing transfer agent services. In addition, FSC 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.

Each fund has also entered into a service agent agreement with FSC. Under the terms of the agreement, FSC calculates the NAV and dividends for each fund and maintains each fund's portfolio and general accounting records.

For providing pricing and bookkeeping services, FSC receives a monthly fee based on each fund's average daily net assets throughout the month.

The annual rates for pricing and bookkeeping services for the funds are 0.0150% of the first $500 million of average net assets, 0.0075% of average net assets between $500 million and $10 billion, 0.0021% of average net assets between $10 billion and $25 billion, and 0.00075% of average net assets in excess of $25 billion. The fee, not including reimbursement for out-of-pocket expenses, is limited to a minimum of $40,000 per year.

Pricing and bookkeeping fees, including reimbursement for out-of-pocket expenses, paid by the funds to FSC for the past three fiscal years are shown in the following table.

<R>Fund	2003	2002	2001</R>
<R>U.S. Government Reserves	$ 224,000	$ 251,000	$ 170,000</R>
<R>Cash Reserves	$ 1,402,000	$ 1,359,000	$ 1,330,000</R>

DESCRIPTION OF THE TRUST

Trust Organization. Fidelity U.S. Government Reserves and Fidelity Cash Reserves are funds of Fidelity Phillips Street Trust, an <R>open-end management investment company created under an initial trust instrument dated September 17, 1992. Currently, there are tw</R>o funds offered in Fidelity Phillips Street Trust: U.S. Government Reserves and Cash Reserves. 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 fund and all income, earnings, profits, and proceeds thereof, subject to the rights of creditors, are allocated to such fund, and constitute the underlying assets of such fund. The underlying assets of each fund in the trust shall be charged with the liabilities and expenses attributable to such fund. Any general expenses of the trust shall be allocated between or among any one or more of the funds.

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. FMR believes that, in view of the above, the risk of personal liability to shareholders is extremely remote.

Voting Rights. Each fund's capital consists of shares of beneficial interest. As a shareholder, you are entitled to one vote for each dollar of net asset value you 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. Generally, the merger of the trust or a fund or a class with another operating mutual fund or the sale of all or a portion of the assets of the trust or a fund or a class to another operating mutual fund requires approval by a vote of shareholders of the trust or the fund or the class. The Trustees may, however, reorganize or terminate 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, 110 Washington 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.

<R>FMR, its o</R>fficers and directors, its affiliated companies, Members of the Advisory Board, and Members of the Board of Trustees may, from time to time, conduct transactions with various banks, including banks serving as custodians for certain funds advised by FMR. Transactions that have occurred to date include mortgages and personal and general business loans. In the judgment of FMR, the terms and conditions of those transactions were not influenced by existing or potential custodial or other fund relationships.

Auditor. PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts, serves as independent accountant for each fund. The auditor examines financial statements for the funds and provides other audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for the fiscal year ended November 30, <R>2003</R>, and report of the auditor, are included in the fund's annual report and are incorporated herein by reference.

APPENDIX

Fidelity, Fidelity Investments & (Pyramid) Design, and Magellan are registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their respective owners.

Fidelity Phillips Street Trust

Post-Effective Amendment No. 50

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) Amended and Restated Trust Instrument, dated July 17, 2002, is incorporated herein by reference to Exhibit (a) of Post-Effective Amendment No. 49.

(b) Bylaws of the Trust, as amended and dated November 27, 2002, are incorporated herein by reference to Exhibit (b)(1) of Fidelity Boylston Street Trust's (File No. 2-76309) Post-Effective Amendment No. 38.

(c) Not applicable.

(d) (1) Management Contract, dated January 1, 2001, between Fidelity Cash Reserves and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(1) of Post-Effective Amendment No. 47.

(2) Management Contract, dated January 1, 2001, between Fidelity U.S. Government Reserves and Fidelity Management & Research Company is incorporated herein by reference to Exhibit d(2) of Post-Effective Amendment No. 47.

(3) Sub-Advisory Agreement, dated January 24, 1993, between Fidelity Management & Research Company and FMR Texas Inc. (currently known as Fidelity Investments Money Management Inc. (FIMM)), on behalf of Fidelity Cash Reserves is incorporated herein by reference to Exhibit 5(b) of Post-Effective Amendment No. 35.

(4) Sub-Advisory Agreement, dated January 13, 1995, between Fidelity Management & Research Company and FMR Texas Inc. (currently known as FIMM), on behalf of Fidelity U.S. Government Reserves is incorporated herein by reference to Exhibit (d)(4) of Post-Effective Amendment No. 45.

(5) Master International Fixed-Income Research Agreement, dated October 1, 2003, between Fidelity Investments Money Management, Inc. and Fidelity International Investment Advisors, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(33) of Fidelity Charles Street Trust's (File No. 2-73133) Post-Effective Amendment No. 74.

(6) Schedule A, dated October 1, 2003, to the Master International Fixed-Income Research Agreement, dated October 1, 2003, between Fidelity Investments Money Management, Inc. and Fidelity International Investment Advisors, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(34) of Fidelity Charles Street Trust's (File No. 2-73133) Post-Effective Amendment No. 74.

(7) Fixed-Income Sub-Research Agreement, dated October 1, 2003, between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(35) of Fidelity Charles Street Trust's (File No. 2-73133) Post-Effective Amendment No. 74.

(8) Schedule A, dated October 1, 2003, to the Fixed-Income Sub-Research Agreement, dated October 1, 2003, between Fidelity International Investment Advisors and Fidelity International Investment Advisors (U.K.) Limited, on behalf of the Registrant is incorporated herein by reference to Exhibit (d)(36) of Fidelity Charles Street Trust's (File No. 2-73133) Post-Effective Amendment No. 74.

(e) (1) General Distribution Agreement, dated January 24, 1993, between Fidelity Phillips Street Trust and Fidelity Distributors Corporation with respect to Fidelity Cash Reserves is incorporated herein by reference to Exhibit 6(a) of Post-Effective Amendment No. 35.

(2) General Distribution Agreement, dated January 13, 1995, between Fidelity Phillips Street Trust and Fidelity Distributors Corporation with respect to Fidelity U.S. Government Reserves is incorporated herein by reference to Exhibit (e)(2) of Post-Effective Amendment No. 45.

(3) Amendments to the General Distribution Agreement between the Registrant and Fidelity Distributors Corporation, dated March 14, 1996 and July 15, 1996, are incorporated herein by reference to Exhibit 6(a) of Fidelity Court Street Trust's Post-Effective Amendment No. 61 (File No. 2-58774).

(f) The Fee Deferral Plan for Non-Interested Person Directors and Trustees of the Fidelity Funds, effective as of September 15, 1995 and amended through January 1, 2000, is incorporated herein by reference to Exhibit (f)(1) of Fidelity Massachusetts Municipal Trust's (File No. 2-75537) Post-Effective Amendment No. 39.

(g) (1) Custodian Agreement, Appendix B, and Appendix C, dated July 1, 2001, between The Bank of New York and the Registrant are incorporated herein by reference to Exhibit g(1) of Fidelity Money Market Trust's (File No. 2-62417) Post-Effective Amendment No. 64.

(2) Appendix A, dated July 23, 2002, to the Custodian Agreement, dated July 1, 2001, between The Bank of New York and the Registrant is incorporated herein by reference to Exhibit (g)(2) of Fidelity Fixed-Income Trust's (File No. 2-41839) Post-Effective Amendment No. 91.

(3) Appendix D, dated February 20, 2002, to the Custodian Agreement, dated July 1, 2001, between The Bank of New York and the Registrant is incorporated herein by reference to Exhibit (g)(3) of Variable Insurance Products Fund's (File No. 2-75010) Post-Effective Amendment No. 52.

(4) Fidelity Group Repo Custodian Agreement among The Bank of New York, J. P. Morgan Securities, Inc., and the Registrant, dated February 12, 1996, is incorporated herein by reference to Exhibit 8(d) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(5) Schedule 1 to the Fidelity Group Repo Custodian Agreement between The Bank of New York and the Registrant, dated February 12, 1996, is incorporated herein by reference to Exhibit 8(e) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(6) Fidelity Group Repo Custodian Agreement among Chemical Bank, Greenwich Capital Markets, Inc., and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(f) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(7) Schedule 1 to the Fidelity Group Repo Custodian Agreement between Chemical Bank and the Registrant, dated November 13, 1995, is incorporated herein by reference to Exhibit 8(g) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(8) Joint Trading Account Custody Agreement between The Bank of New York and the Registrant, dated May 11, 1995, is incorporated herein by reference to Exhibit 8(h) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(9) First Amendment to Joint Trading Account Custody Agreement between The Bank of New York and the Registrant, dated July 14, 1995, is incorporated herein by reference to Exhibit 8(i) of Fidelity Institutional Cash Portfolios' (File No. 2-74808) Post-Effective Amendment No. 31.

(10) Schedule A-1, dated May 28, 2003, to the Fidelity Group Repo Custodian Agreements, Schedule 1s to the Fidelity Group Repo Custodian Agreements, Joint Trading Account Custody Agreement, and First Amendment to the Joint Trading Account Custody Agreement, between the respective parties and the Registrant, is incorporated herein by reference to Exhibit (g)(23) of Fidelity Securities Fund's (File No. 2-93601) Post-Effective Amendment No. 57.

(h) Not applicable.

(i) Legal Opinion of Shearman & Stearling for Fidelity U.S. Government Reserves and Fidelity Cash Reserves, dated January 26, 2004, is filed herein as Exhibit (i).

(j) Consent of PricewaterhouseCoopers LLP, dated January 26, 2004, is filed herein as Exhibit (j).

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity Cash Reserves is incorporated herein by reference to Exhibit (m)(1) of Post-Effective Amendment No. 45.

(2) Distribution and Service Plan pursuant to Rule 12b-1 for Fidelity U.S. Government Reserves is incorporated herein by reference to Exhibit (m)(2) of Post-Effective Amendment No. 45.

(n) Not applicable.

(p) (1) Code of Ethics, dated February 1, 2004, adopted by each fund, Fidelity Management & Research Company, Fidelity Investments Money Management, Inc. and Fidelity Distributors Corporation pursuant to Rule 17j-1 is filed herein as Exhibit (p)(1).

(2) Code of Ethics, dated January 1, 2003, adopted by Fidelity International Limited (FIL), Fidelity Investment International Advisors, and Fidelity Investment International Advisors (U.K.) Limited pursuant to Rule 17j-1 is filed herein as Exhibit (p)(2).

Item 24. Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other Fidelity funds, each of which has Fidelity Management & Research Company, or an affiliate, as its investment adviser. In addition, the officers of the Trust are substantially identical to those of the other Fidelity funds. Nonetheless, the Trust takes the position that it is not under common control with other Fidelity funds because the power residing in the respective boards and officers arises as the result of an official position with the respective trusts.

Item 25. Indemnification

Pursuant to Del. Code Ann. title 12 § 3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article X, Section 10.02 of the Trust Instrument sets forth the reasonable and fair means for determining whether indemnification shall be provided to any past or present Trustee or officer. It states that the Trust shall indemnify any present or past trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service as a trustee or officer and against any amount incurred in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other adjudicatory body to be liable to the Trust or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties (collectively, "disabling conduct"), or not to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Trust. In the event of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Trust Instrument, that the officer or trustee did not engage in disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees incurred in connection therewith) arising by reason of any person acquiring any shares, based upon the ground that the registration statement, Prospectus, Statement of Additional Information, shareholder reports or other information filed or made public by the Trust (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading under the 1933 Act, or any other statute or the common law. However, the Trust does not agree to indemnify the Distributor or hold it harmless to the extent that the statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by or on behalf of the Distributor. In no case is the indemnity of the Trust in favor of the Distributor or any person indemnified to be deemed to protect the Distributor or any person against any liability to the Issuer or its security holders to which the Distributor or such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Service Company, Inc. ("FSC") is appointed transfer agent, the Trust agrees to indemnify and hold FSC harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from:

(1) any claim, demand, action or suit brought by any person other than the Trust, including by a shareholder, which names FSC and/or the Trust as a party and is not based on and does not result from FSC's willful misfeasance, bad faith or negligence or reckless disregard of duties, and arises out of or in connection with FSC's performance under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent contributed to by FSC's willful misfeasance, bad faith or negligence or reckless disregard of its duties) which results from the negligence of the Trust, or from FSC's acting upon any instruction(s) reasonably believed by it to have been executed or communicated by any person duly authorized by the Trust, or as a result of FSC's acting in reliance upon advice reasonably believed by FSC to have been given by counsel for the Trust, or as a result of FSC's acting in reliance upon any instrument or stock certificate reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person.

Item 26. Business and Other Connections of Investment Adviser

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)

FMR serves as investment adviser to a number of other investment companies. The directors and officers of the Adviser have held, during the past two fiscal years, the following positions of a substantial nature.

Edward C. Johnson 3d	Chairman of the Board and Director of Fidelity Management & Research Company (FMR), FMR Co., Inc. (FMRC), Fidelity Management & Research (Far East) Inc. (FMR Far East), and Fidelity Investments Money Management, Inc. (FIMM); Chief Executive Officer, Chairman of the Board, and Director of FMR Corp.; Trustee of funds advised by FMR.
Abigail P. Johnson	President and Director of FMR, FMRC, and FIMM; Senior Vice President and Trustee of funds advised by FMR; Director of FMR Corp.
Thomas Allen	Vice President of FMR and FMRC.
Paul Antico	Vice President of FMR, FMRC, and a fund advised by FMR.
Ramin Arani	Vice President of FMR, FMRC, and a fund advised by FMR.
John Avery	Vice President of FMR, FMRC, and a fund advised by FMR.
Robert Bertelson	Vice President of FMR, FMRC, and a fund advised by FMR.
Stephen Binder	Vice President of FMR, FMRC and a fund advised by FMR.
William Bower	Vice President of FMR, FMRC, and funds advised by FMR.
Philip L. Bullen	Senior Vice President of FMR and FMRC; Vice President of certain Equity funds advised by FMR; President and Director of FMR Far East and Fidelity Management & Research (U.K.) Inc. (FMR U.K.); Director of Strategic Advisers, Inc.
Steve Buller	Vice President of FMR, FMRC, and a fund advised by FMR.
John H. Carlson	Senior Vice President of FMR and FMRC (2003); Previously served as Vice President of FMR, FMRC, and funds advised by FMR (2003).
James Catudal	Vice President of FMR and FMRC.
Ren Y. Cheng	Vice President of FMR, FMRC, and funds advised by FMR.
C. Robert Chow	Vice President of FMR, FMRC, and a fund advised by FMR.
Dwight D. Churchill	Senior Vice President of FMR and FIMM and Vice President of Fixed-Income funds advised by FMR.
Timothy Cohen	Vice President of FMR and FMRC (2003).
Katherine Collins	Senior Vice President of FMR and FMRC (2003); Previously served as Vice President of FMR and FMRC (2003).
Michael Connolly	Vice President of FMR and FMRC.
Matthew Conti	Vice President of FMR and FMRC (2003).
William Danoff	Senior Vice President of FMR, FMRC, and Vice President of funds advised by FMR.
Joseph Day	Vice President of FMR and FMRC (2003).
Scott E. DeSano	Senior Vice President of FMR and FMRC.
Penelope Dobkin	Vice President of FMR, FMRC, and a fund advised by FMR.
Julie Donovan	Vice President of FMR and FMRC (2003).
Walter C. Donovan	Senior Vice President of FMR and FMRC (2003); Previously served as Vice President of FMR and FMRC (2003).
Bettina Doulton	Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.
Stephen DuFour	Vice President of FMR, FMRC, and funds advised by FMR.
Maria F. Dwyer	Vice President of FMR; President and Treasurer of funds advised by FMR.
William Eigen	Vice President of FMR and FMRC.
Bahaa Fam	Vice President of FMR, FMRC, and funds advised by FMR.
Robert Scott Feldman	Vice President of FMR and FMRC (2003).
Richard B. Fentin	Senior Vice President of FMR and FMRC and Vice President of a fund advised by FMR.
Keith Ferguson	Vice President of FMR and FMRC (2003).
Karen Firestone	Vice President of FMR, FMRC, and funds advised by FMR.
Jay Freedman	Assistant Clerk of FMR, FMRC and Fidelity Distributors Corporation (FDC); Clerk of FMR U.K., FMR Far East, and Strategic Advisers, Inc.; Secretary of FMR Corp. and FIMM.
Bart A. Grenier	Senior Vice President of FMR and FMRC; Vice President of certain Equity and High Income funds advised by FMR; President and Director of Strategic Advisers, Inc.
Robert J. Haber	Senior Vice President of FMR and FMRC.
Richard C. Habermann	Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.
John F. Haley	Vice President of FMR and FMRC (2003).
Karen Hammond	Assistant Treasurer of FMR, FMRC, FMR U.K., FMR Far East, and FIMM (2003); Vice President of FMR U.K., FMR Far East, FIMM, and Strategic Advisers, Inc. (2003); Treasurer of Strategic Advisers, Inc. and FMR Corp. (2003).
James Harmon	Vice President of FMR and FMRC.
Lionel Harris	Previously served as Vice President of FMR and FMRC (2003).
Ian Hart	Vice President of FMR, FMRC and funds advised by FMR.
John Hebble	Vice President of FMR (2003).
Timothy Heffernan	Vice President of FMR and FMRC (2003).
Thomas Hense	Vice President of FMR and FMRC.
Cesar Hernandez	Vice President of FMR and FMRC.
Bruce T. Herring	Vice President of FMR and FMRC.
Adam Hetnarski	Vice President of FMR, FMRC, and funds advised by FMR.
Frederick D. Hoff, Jr.	Vice President of FMR, FMRC, and a fund advised by FMR.
Brian Hogan	Vice President of FMR and FMRC.
David B. Jones	Vice President of FMR.
Rajiv Kaul	Vice President of FMR and FMRC (2003).
Steven Kaye	Senior Vice President of FMR and FMRC and Vice President of a fund advised by FMR.
Jonathan Kelly	Vice President of FMR and FMRC (2003).
William Kennedy	Vice President of FMR, FMRC, and funds advised by FMR.
Jeffery Kerrigan	Vice President of FMR and FMRC (2003).
Francis V. Knox, Jr.	Vice President of FMR; Assistant Treasurer of funds advised by FMR.
Harry W. Lange	Vice President of FMR, FMRC, and funds advised by FMR.
Harley Lank	Vice President of FMR and FMRC.
Maxime Lemieux	Vice President of FMR and FMRC.
Harris Leviton	Vice President of FMR, FMRC, and funds advised by FMR.
Douglas Lober	Vice President of FMR and FMRC (2003).
Peter S. Lynch	Vice Chairman and Director of FMR and FMRC and member of the Advisory Board of funds advised by FMR (2003). Previously served as Trustee of funds advised by FMR (2003).
James MacDonald	Senior Vice President of FMR.
Robert B. MacDonald	Vice President of FMR and FMRC.
Richard R. Mace	Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.
Charles A. Mangum	Vice President of FMR, FMRC, and funds advised by FMR.
Kevin McCarey	Vice President of FMR, FMRC, and funds advised by FMR.
Christine McConnell	Vice President of FMR and FMRC (2003).
John B. McDowell	Senior Vice President of FMR and FMRC and Vice President of certain Equity funds advised by FMR.
Neal P. Miller	Vice President of FMR, FMRC, and a fund advised by FMR.
Jeffrey Mitchell	Vice President of FMR and FMRC (2003).
Charles S. Morrison	Vice President of FMR; Senior Vice President of FIMM (2003); Previously served as Vice President of FIMM and Bond funds advised by FMR (2003).
David L. Murphy	Vice President of FMR and Money Market funds advised by FMR; Senior Vice President of FIMM (2003); Previously served as Vice President of FIMM (2003).
Mark Notkin	Vice President of FMR, FMRC, and funds advised by FMR.
Scott Offen	Vice President of FMR and FMRC (2003).
Stephen Petersen	Senior Vice President of FMR and FMRC and Vice President of funds advised by FMR.
Keith Quinton	Vice President of FMR and FMRC.
Alan Radlo	Vice President of FMR and FMRC.
Larry Rakers	Vice President of FMR and FMRC.
Christine Reynolds	Vice President of FMR (2003).
Kennedy Richardson	Vice President of FMR and FMRC.
Clare S. Richer	Senior Vice President of FMR.
Eric D. Roiter	Vice President, General Counsel, and Clerk of FMR and FMRC; Secretary of funds advised by FMR; Vice President and Clerk of FDC; Assistant Clerk of FMR U.K. and FMR Far East; Assistant Secretary of FIMM.
Louis Salemy	Vice President of FMR, FMRC, and funds advised by FMR.
Lee H. Sandwen	Vice President of FMR and FMRC.
Peter Saperstone	Vice President of FMR and FMRC.
Beso Sikharulidze	Vice President of FMR, FMRC, and a fund advised by FMR.
Carol A. Smith-Fachetti	Vice President of FMR and FMRC.
Steven J. Snider	Vice President of FMR, FMRC, and a fund advised by FMR.
Thomas T. Soviero	Vice President of FMR, FMRC, and a fund advised by FMR.
Richard A. Spillane, Jr.	Senior Vice President of FMR.
Robert E. Stansky	Senior Vice President of FMR and FMRC and Vice President of a fund advised by FMR.
Nicholas E. Steck	Vice President of FMR (2003); Compliance Officer of FMR U.K., FMR Far East, and FMR Corp.
Susan Sturdy	Assistant Clerk of FMR, FMRC, FMR U.K., FMR Far East, Strategic Advisers, Inc. and FDC; Assistant Secretary of FIMM and FMR Corp.
Yolanda Taylor	Vice President of FMR and FMRC.
Victor Thay	Vice President of FMR and FMRC (2003).
Yoko Tilley	Vice President of FMR and FMRC.
Joel C. Tillinghast	Senior Vice President of FMR, FMRC, and Vice President of a fund advised by FMR.
Robert Tuckett	Vice President of FMR.
Jennifer Uhrig	Vice President of FMR, FMRC, and funds advised by FMR.
George A. Vanderheiden	Senior Vice President of FMR and FMRC.
J. Gregory Wass	Assistant Treasurer of FMR, FMRC, FMR U.K., FMR Far East, FIMM, Strategic Advisers, Inc., FDC and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.
Jason Weiner	Vice President of FMR, FMRC, and a fund advised by FMR.
Ellen Wilson	Vice President of FMR (2003).
Steven S. Wymer	Vice President of FMR, FMRC, and a fund advised by FMR.
JS Wynant	Vice President of FMR and FMRC; Treasurer of FMR, FMRC, FMR U.K., FMR Far East, and FIMM.

(2) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)

FIMM provides investment advisory services to Fidelity Management & Research Company. The directors and officers of the Sub-Adviser have held the following positions of a substantial nature during the past two fiscal years.

Edward C. Johnson 3d	Chairman of the Board and Director of FIMM, FMR, FMRC, and FMR Far East; Chief Executive Officer, Chairman of the Board and Director of FMR Corp.; Trustee of funds advised by FMR.
Abigail P. Johnson	President and Director of FIMM, FMR, and FMRC; Senior Vice President and Trustee of funds advised by FMR; Director of FMR Corp.
Dwight D. Churchill	Senior Vice President of FIMM and FMR and Vice President of Fixed-Income funds advised by FMR.
Jay Freedman	Secretary of FIMM and FMR Corp.; Assistant Clerk of FMR, FMRC and FDC; Clerk of FMR U.K., FMR Far East, and Strategic Advisers, Inc.
Stanley N. Griffith	Previously served as Assistant Secretary of FIMM, and Assistant Vice President of Fixed-Income funds advised by FMR (2003).
Karen Hammond	Assistant Treasurer of FIMM, FMR, FMRC, FMR U.K., and FMR Far East (2003); Vice President of FIMM, FMR U.K., FMR Far East, and Strategic Advisers, Inc. (2003); Treasurer of Strategic Advisers, Inc. and FMR Corp. (2003).
Charles S. Morrison	Senior Vice President of FIMM (2003); Vice President of FMR; Previously served as Vice President of FIMM and Bond funds advised by FMR (2003).
David L. Murphy	Senior Vice President of FIMM (2003); Vice President of FMR and Money Market funds advised by FMR; Previously served as Vice President of FIMM (2003).
Eric D. Roiter	Assistant Secretary of FIMM; Vice President, General Counsel, and Clerk of FMR and FMRC; Secretary of funds advised by FMR; Vice President and Clerk of FDC; Assistant Clerk of FMR U.K. and FMR Far East.
Susan Sturdy	Assistant Secretary of FIMM and FMR Corp.; Assistant Clerk of FMR, FMRC, FMR U.K., FMR Far East, Strategic Advisers, Inc. and FDC.
Jennifer Taub	Assistant Secretary of FIMM (2003).
J. Gregory Wass	Assistant Treasurer of FIMM, FMR, FMRC, FMR U.K., FMR Far East, Strategic Advisers, Inc., FDC and FMR Corp. (2003); Vice President, Taxation, of FMR Corp.
JS Wynant	Treasurer of FIMM, FMR, FMRC, FMR U. K., and FMR Far East; Vice President of FMR and FMRC.

(3) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (FIIA)

The directors and officers of FIIA have held, during the past two fiscal years, the following positions of a substantial nature.

Simon Fraser	Director and President of FIIA; Director, Chairman of the Board, Chief Executive Officer of FMR U.K.; and Director and Chief Executive Officer of FIIA(U.K.)L; Previously served as Senior Vice President of FMR U.K. (2003).
Keith Ferguson	Previously served as Director of FIIA (2002).
Brett Goodin	Director of FIIA.
Michael Gordon	Director of FIIA (2002).
Simon M. Haslam	Director of FIIA and FIJ.
Matthew Heath	Secretary of FIIA.
David Holland	Director and Vice President of FIIA.
Frank Mutch	Director of FIIA.
David J. Saul	Director of FIIA.
Rosalie Powell	Assistant Secretary of FIIA.
Peter Phillips	Director of FIIA.
Andrew Steward	Chief Financial Officer of FIIA and Director of FIIA(U.K.)L.

(4) FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED (FIIA(U.K.)L)

The directors and officers of FIIA(U.K.)L have held, during the past two fiscal years, the following positions of a substantial nature.

Gareth Adams	Previously served as Director of FIIA(U.K.)L (2003).
Simon Fraser	Director and Chief Executive Officer of FIIA(U.K.)L; Director and President of FIIA; Director, Chairman of the Board, Chief Executive Officer of FMR U.K.; Previously served as Senior Vice President of FMR U.K. (2003).
Andrew Steward	Director of FIIA(U.K.)L and Chief Financial Officer of FIIA.
Ann Stock	Director of FIIA(U.K.)L (2003).
Richard Wane	Director of FIIA(U.K.)L (2003).

Principal business addresses of the investment adviser, sub-advisers and affiliates.

Fidelity Management & Research Company (FMR)
82 Devonshire Street
Boston, MA 02109

FMR Co., Inc. (FMRC)
82 Devonshire Street
Boston, MA 02109

Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
One Federal Street
Boston, MA 02109

Fidelity Management & Research (Far East) Inc. (FMR Far East)
One Federal Street
Boston, MA 02109

Fidelity Investments Money Management, Inc. (FIMM)
One Spartan Way
Merrimack, NH 03054

Fidelity International Investment Advisors (FIIA)
Pembroke Hall,
42 Crow Lane,
Pembroke HM19, Bermuda

Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L)
25 Cannon Street
London EC4M 5TA, England

Fidelity Investments Japan Limited (FIJ)
1-8-8 Shinkawa,
Chuo-ku, Tokyo 104-0033, Japan

Strategic Advisers, Inc.
82 Devonshire Street
Boston, MA 02109

FMR Corp.
82 Devonshire Street
Boston, MA 02109

Fidelity Distribution Corporation (FDC)
82 Devonshire Street
Boston, MA 02109

Item 27. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for all funds advised by FMR or an affiliate.

(b)
Name and Principal	Positions and Offices	Positions and Offices
Business Address*	with Underwriter	with Fund
Jeffrey Carney	Director and President (2003)	None
Jay Freedman	Assistant Clerk	None
Jane Greene	Treasurer and Controller	None
Michael Dunn	Compliance Officer (2004)	None
Erica Vaters	Compliance Officer	None
Donald C. Holborn	Executive Vice President	None
William F. Loehning	Executive Vice President (2003)	None
Raymond J. Marcinowski	Director	None
Ellyn A. McColgan	Director	None
Eric Roiter	Vice President and Clerk	Secretary of funds advised by FMR
Susan Sturdy	Assistant Clerk	None
J. Gregory Wass	Assistant Treasurer	None

* 82 Devonshire Street, Boston, MA

(c) Not applicable.

Item 28. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are maintained by Fidelity Management & Research Company, Fidelity Service Company, Inc. or Fidelity Investments Institutional Operations Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds' custodian, The Bank of New York, 110 Washington Street, New York, NY. JPMorgan Chase Bank, headquartered in New York, also may serve as a special purpose custodian of certain assets in connection with repurchase agreement transactions.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for the effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 50 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and Commonwealth of Massachusetts, on the 26th day of January 2004.

	Fidelity Phillips Street Trust
	By	/s/Maria F. Dwyer
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||		Maria F. Dwyer, President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

(Signature)		(Title)	(Date)
/s/Maria F. Dwyer		President and Treasurer	January 26, 2004
Maria F. Dwyer		(Principal Executive Officer)
/s/Timothy F. Hayes		Chief Financial Officer	January 26, 2004
Timothy F. Hayes		(Principal Financial Officer)
/s/Edward C. Johnson 3d	(dagger)	Trustee	January 26, 2004
Edward C. Johnson 3d
/s/Abigail P. Johnson		Trustee	January 26, 2004
Abigail P. Johnson
/s/J. Michael Cook		Trustee	January 26, 2004
J. Michael Cook
/s/Ralph F. Cox		Trustee	January 26, 2004
Ralph F. Cox
/s/Laura B. Cronin	*	Trustee	January 26, 2004
Laura B. Cronin
/s/Robert M. Gates	*	Trustee	January 26, 2004
Robert M. Gates
/s/George H. Heilmeier	*	Trustee	January 26, 2004
George H. Heilmeier
/s/Donald J. Kirk	*	Trustee	January 26, 2004
Donald J. Kirk
/s/Marie L. Knowles	*	Trustee	January 26, 2004
Marie L. Knowles
/s/Ned C. Lautenbach	*	Trustee	January 26, 2004
Ned C. Lautenbach
/s/Marvin L. Mann	*	Trustee	January 26, 2004
Marvin L. Mann
/s/William O. McCoy	*	Trustee	January 26, 2004
William O. McCoy
/s/Robert L. Reynolds	*	Trustee	January 26, 2004
Robert L. Reynolds
/s/William S. Stavropoulos	*	Trustee	January 26, 2004
William S. Stavropoulos

(dagger)Signature affixed by Abigail P. Johnson, pursuant to a power of attorney dated June 14, 2001 and filed herewith.

* By: /s/Margery K. Neale
Margery K. Neale, pursuant to a power of attorney dated January 15, 2004 and filed herewith.

POWER OF ATTORNEY

I, the undersigned President and Director, Trustee, or General Partner, as the case may be, of the following investment companies:

Colchester Street Trust Fidelity Aberdeen Street Trust Fidelity Advisor Series I Fidelity Advisor Series II Fidelity Advisor Series III Fidelity Advisor Series IV Fidelity Advisor Series VI Fidelity Advisor Series VII Fidelity Advisor Series VIII Fidelity Beacon Street Trust Fidelity Boston Street Trust Fidelity California Municipal Trust Fidelity California Municipal Trust II Fidelity Capital Trust Fidelity Charles Street Trust Fidelity Commonwealth Trust Fidelity Concord Street Trust Fidelity Congress Street Fund Fidelity Contrafund Fidelity Court Street Trust Fidelity Court Street Trust II Fidelity Covington Trust Fidelity Destiny Portfolios Fidelity Devonshire Trust Fidelity Exchange Fund Fidelity Financial Trust Fidelity Fixed-Income Trust Fidelity Garrison Street Trust Fidelity Government Securities Fund Fidelity Hastings Street Trust Fidelity Hereford Street Trust Fidelity Income Fund Fidelity Institutional Tax-Exempt Cash Portfolios Fidelity Investment Trust Fidelity Magellan Fund Fidelity Massachusetts Municipal Trust Fidelity Money Market Trust Fidelity Mt. Vernon Street Trust Fidelity Municipal Trust Fidelity Municipal Trust II Fidelity New York Municipal Trust Fidelity New York Municipal Trust II Fidelity Oxford Street Trust Fidelity Phillips Street Trust Fidelity Puritan Trust Fidelity Revere Street Trust Fidelity School Street Trust Fidelity Securities Fund Fidelity Select Portfolios Fidelity Summer Street Trust Fidelity Trend Fund Fidelity U.S. Investments-Bond Fund, L.P. Fidelity U.S. Investments-Government Securities Fund, L.P. Fidelity Union Street Trust Fidelity Union Street Trust II Newbury Street Trust Variable Insurance Products Fund Variable Insurance Products Fund II Variable Insurance Products Fund III Variable Insurance Products Fund IV

in addition to any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individual serves as President and Director, Trustee, or General Partner (collectively, the "Funds"), hereby constitute and appoint Abigail P. Johnson my true and lawful attorney-in-fact, with full power of substitution, and with full power to said attorney-in-fact to sign for me and in my name in the appropriate capacity, all Registration Statements of the Funds on Form N-1A, Form N-8A, or any successor thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A, Form N-8A, or any successor thereto, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in my name and on my behalf in connection therewith as said attorney-in-fact deems necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorney-in-fact or his substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after June 15, 2001.

WITNESS my hand on the date set forth below.

/s/Edward C. Johnson 3d	June 14, 2001
Edward C. Johnson 3d

POWER OF ATTORNEY

We, the undersigned Directors, Trustees, or General Partners, as the case may be, of the following investment companies:

Colchester Street Trust Fidelity Aberdeen Street Trust Fidelity Advisor Series I Fidelity Advisor Series II Fidelity Advisor Series IV Fidelity Advisor Series VII Fidelity Advisor Series VIII Fidelity Beacon Street Trust Fidelity Boston Street Trust Fidelity Boylston Street Trust Fidelity California Municipal Trust Fidelity California Municipal Trust II Fidelity Capital Trust Fidelity Charles Street Trust Fidelity Commonwealth Trust Fidelity Concord Street Trust Fidelity Congress Street Fund Fidelity Contrafund Fidelity Court Street Trust Fidelity Court Street Trust II Fidelity Covington Trust Fidelity Destiny Portfolios Fidelity Devonshire Trust Fidelity Exchange Fund Fidelity Financial Trust Fidelity Fixed-Income Trust Fidelity Garrison Street Trust Fidelity Hanover Street Trust Fidelity Hastings Street Trust Fidelity Hereford Street Trust Fidelity Income Fund Fidelity Investment Trust Fidelity Magellan Fund Fidelity Massachusetts Municipal Trust Fidelity Money Market Trust Fidelity Mt. Vernon Street Trust Fidelity Municipal Trust Fidelity Municipal Trust II Fidelity New York Municipal Trust Fidelity New York Municipal Trust II Fidelity Oxford Street Trust Fidelity Phillips Street Trust Fidelity Puritan Trust Fidelity Revere Street Trust Fidelity School Street Trust Fidelity Securities Fund Fidelity Select Portfolios Fidelity Summer Street Trust Fidelity Trend Fund Fidelity Union Street Trust Fidelity Union Street Trust II Newbury Street Trust Variable Insurance Products Fund Variable Insurance Products Fund II Variable Insurance Products Fund III Variable Insurance Products Fund IV

plus any other investment company for which Fidelity Management & Research Company or an affiliate acts as investment adviser and for which the undersigned individuals serve as Directors, Trustees, or General Partners (collectively, the "Funds"), hereby revoke all previous powers of attorney we have given to sign and otherwise act in our names and behalf in matters involving the Funds and hereby constitute and appoint Barry P. Barbash, Sarah A. Bessin, Maria Gattuso,
Margery K. Neale and Karen H. McMillan, each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for us and in our names in the appropriate capacities, all Registration Statements of the Funds on Form N-1A, Form N-8A or any successor thereto, any and all subsequent Amendments, Pre-Effective Amendments, or Post-Effective Amendments to said Registration Statements on Form N-1A or any successor thereto, any Registration Statements on Form N-14, and any supplements or other instruments in connection therewith, and generally to do all such things in our names and behalf in connection therewith as said attorneys-in-fact deem necessary or appropriate, to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. We hereby ratify and confirm all that said attorneys-in-fact or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after January 15, 2004.

WITNESS our hands on this fifteenth day of January 2004.

/s/J. Michael Cook	\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\	/s/Marie L. Knowles
J. Michael Cook		Marie L. Knowles
/s/Ralph F. Cox		/s/Ned C. Lautenbach
Ralph F. Cox		Ned C. Lautenbach
/s/Laura B. Cronin		/s/Marvin L. Mann
Laura B. Cronin		Marvin L. Mann
/s/Robert M. Gates		/s/William O. McCoy
Robert M. Gates		William O. McCoy
/s/George H. Heilmeier		/s/Robert L. Reynolds
George H. Heilmeier		Robert L. Reynolds
/s/Abigail P. Johnson		/s/William S. Stavropoulos
Abigail P. Johnson		William S. Stavropoulos
/s/Donald J. Kirk
Donald J. Kirk

POWER OF ATTORNEY

I, the undersigned Secretary of the investment companies for which Fidelity Management & Research Company or an affiliate acts as investment adviser (collectively, the "Funds"), hereby severally constitute and appoint Barry P. Barbash, Sarah A. Bessin, Maria Gattuso, Margery K. Neale and Karen H. McMillan, each of them singly, my true and lawful attorneys-in-fact, with full power of substitution, and with full power to each of them, to sign for me and in my name in the appropriate capacity, any and all representations with respect to the consistency of foreign language translation prospectuses with the original prospectuses filed in connection with the Post-Effective Amendments for the Funds as said attorneys-in-fact deem necessary or appropriate to comply with the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, and all related requirements of the Securities and Exchange Commission. I hereby ratify and confirm all that said attorneys-in-fact, or their substitutes may do or cause to be done by virtue hereof. This power of attorney is effective for all documents filed on or after November 14, 2002.

WITNESS my hand on this fourteenth day of November, 2002.

/s/Eric D. Roiter
Eric D. Roiter

EX-99.I LEGAL OPININ

Exhibit (i)

FAX: 212 848-7179 TELEX: 667290 WUI www.shearman.com SHEARMAN & STERLINGLLP 599 LEXINGTON AVENUE
NEW YORK, NY 10022-6069
212 848-4000 January 26, 2004 ABU DHABI BEIJING BRUSSELS DÜSSELDORF FRANKFURT HONG KONG LONDON MANNHEIM MENLO PARK MUNICH NEW YORK PARIS ROME SAN FRANCISCO SINGAPORE TOKYO TORONTO WASHINGTON, D.C.

Fidelity Phillips Street Trust
82 Devonshire Street
Boston, MA 02109

Ladies and Gentlemen:

Fidelity Phillips Street Trust (the "Trust") is authorized to issue and sell an unlimited number of full and fractional shares of beneficial interest of Fidelity Cash Reserves and Fidelity U.S. Government Reserves, each a series of the Trust (the "Shares"), in the manner and on the terms set forth in Amendment No. 50 to the Trust's Registration Statement on Form N-1A, being filed with the Securities and Exchange Commission (File Nos. 2-63350 and 811-02890) (the "Registration Statement") together with this opinion as an exhibit thereto.

We have examined copies, either certified or otherwise proved to our satisfaction to be genuine, of the Trust's Trust Instrument as amended and restated to date, and its By-Laws, as currently in effect, and other documents relating to its organization and operation as we have deemed necessary and appropriate as a basis for this opinion. We have also relied upon, insofar as it relates to matters of fact, a certificate of an officer of the Trust dated January 26, 2004 certifying to certain matters which form the basis for the opinions expressed below. Furthermore, with your permission, in giving the opinions expressed herein, we have relied upon an opinion, dated January 20, 1997, of Arthur S. Loring, then general counsel to Fidelity Management and Research Company. We have assumed the authenticity of all instruments and documents, and the conformity to original documents of all instruments and documents submitted to us as certified, conformed or photostatic copies. In addition, we have received a certificate dated January 14, 2004 of the Office of the Secretary of the State of Delaware as updated by a letter from CT Corporation System on January 23, 2004 (the "Certificate") indicating that the Trust is in good standing under the laws of the State of Delaware. We have also reviewed the Registration Statement filed as of the date of this opinion.

Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the State of Delaware, which laws limit the personal liability of partners

January 26, 2004

Page 2

Our opinion in paragraph 1 with regard to the valid existence of the Trust in the State of Delaware, its state of organization, is based solely upon the Certificate. Our opinions expressed herein are based upon present laws and facts and in reliance on the above-referenced opinion of Arthur S. Loring.

Based upon the foregoing and in reliance thereon and subject to the assumptions, limitations and qualifications set forth herein, it is our opinion that:

1. The Trust has been duly organized and is validly existing under the laws of the State of Delaware.

2. The Trust is authorized to issue an unlimited number of full and fractional Shares.

3. Subject to the continuing effectiveness of the Registration Statement and compliance with applicable state securities laws (as to either of which we express no opinion), and assuming the continued valid existence of the Trust under the laws of the State of Delaware, upon the issuance of the Shares for a consideration not less than the par value thereof, if applicable, as required by the laws of the State of Delaware, and for the net asset value thereof as required by the Investment Company Act of 1940, as amended, and in accordance with the terms of Amendment No. 50 to the Registration Statement, and each subsequent post-effective amendment to the Registration Statement, such Shares will be legally issued and outstanding and fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as a part of Amendment No. 50 to the Registration Statement and with any state securities commission where such filing is required. We also consent to the reference to our firm as counsel in the prospectus and statement of additional information filed as a part thereof. In giving this consent we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

We are members of the Bar of the State of New York and do not hold ourselves out as being conversant with the laws of any jurisdiction other than those of the United States of America and the State of New York. We note that we are not licensed to practice law in the State of Delaware, and to the extent that any opinion herein involves the laws of the State of Delaware, such opinion should be understood to be based solely upon our review of the documents referred to above and the published statutes of the State of Delaware.

Very truly yours,

/s/Shearman & Sterling LLP

Shearman & Sterling LLP

EX-99.J OTHER OPININ

Exhibit (j)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference into the Prospectus and Statement of Additional Information in Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A of Fidelity Phillips Street Trust: Fidelity U.S. Government Reserves and Fidelity Cash Reserves of our reports dated January 5, 2004 on the financial statements and financial highlights included in the November 30, 2003 Annual Reports to Shareholders of the above referenced funds.

We further consent to the references to our Firm under the headings "Financial Highlights" in the Prospectus and "Auditor" in the Statement of Additional Information.

____________________________	/s/PricewaterhouseCoopers LLP
	PricewaterhouseCoopers LLP
Boston, Massachusetts
January 26, 2004

EX-99.P CODE ETH

Fidelity Investments

Code of Ethics for Personal Investing

Effective February 2004

The Code of Ethics for Personal Investing is divided into two parts. The rules on pages 2-6 apply to all officers, directors, and employees of Fidelity companies, except those expressly excluded by the Ethics Office, and anyone else identified by the Ethics Office.

Note that some rules apply not only to you, but also to anyone whose relationship to you makes them a "covered person". (See definition at the end of this document). These rules are specifically noted. Fidelity, the funds, and the Ethics Office retain the discretion to interpret the rules and to decide how they apply to any given situation.

The rules on pages 7-12 apply to Access Employees only. In general, Access Employees are those employees who have, or work in areas that have, access to information about fund trades, current fund holdings, securities under consideration by the funds, research recommendations, or other fund-related matters. (See page 6 for specific definitions of each Access Level.)

Following the rules - in letter and in spirit

The rules covered in this policy serve two important purposes - one regulatory, the other business. In general, investment firms are required to have rules governing personal securities transactions by people associated with the firm. The rules in this policy were created to address these requirements. The officers, directors, and employees of Fidelity have a duty to place the interests of the shareholders of Fidelity's funds and Fidelity's clients above personal interests. Any behavior that violates this duty - or that even gives the appearance of doing so - has the potential to harm the company's reputation and business.

As a Fidelity employee, you're not allowed to take unfair advantage of your relationship to the funds or Fidelity in attempting to benefit yourself or another party. And at all times, you need to conduct yourself in a way that does not interfere or conflict with the operation of the funds or Fidelity's business.

Because no set of rules can anticipate every possible situation, it's essential that you follow these rules in letter and in spirit. Any activity that compromises Fidelity's integrity, even if it doesn't expressly violate a rule, may result in scrutiny or further action from the Ethics Office.

PART 1 Rules for All Employees

WHAT'S REQUIRED

Indicating that you accept the rules

When you begin working at Fidelity, and again each year, you're required to sign an Acknowledgment Form, in which you indicate that:

· you understand and will comply with all rules that currently apply to you

· you'll let Fidelity monitor the records of your covered accounts

· you'll comply with any new or existing rules that become applicable to you in the future

TO DO

New employees Sign and return a hard copy of the Acknowledgment Form within seven days of hire.

Current employees Acknowledge your acceptance every year by the deadline that is set forth that year by the Ethics Office.

Identifying and disclosing your covered accounts

An important part of complying with these rules is identifying all of your covered accounts. (See definition at the end of this document). Once you have determined which accounts (if any) are covered accounts, you'll need to complete the appropriate sections of a Covered Accounts and Holdings Form.

TO DO

New employees Complete the appropriate sections of a Covered Accounts and Holdings Form within seven days of hire. Include information on all covered accounts at Fidelity or elsewhere. If you don't have any covered accounts, use the form to tell us this.

Current employees Complete the appropriate sections of a Covered Accounts and Holdings Form to let the Ethics Office know promptly of new covered accounts (including pre-existing accounts that have become covered accounts, such as through marriage or death).

Moving covered accounts in-house

While at Fidelity, you need to maintain your covered accounts at Fidelity Brokerage Services LLC (or, if you are an employee outside the United States, at a broker approved for your region; go to risk.fmr.com/ethics). The only exceptions are described in "Obtaining approval for any accounts that can't be moved."

TO DO

· Transfer assets to your Fidelity brokerage account (or other brokerage account approved for your region).

· Close all of your external brokerage accounts.

Obtaining approval for any accounts that can't be moved

With approval from the Ethics Office, you can keep an external account if it:

· contains only securities that can't be transferred

· exists solely for products or services that are unlike any that Fidelity provides

· exists solely because your spouse's employer also prohibits external accounts

· is professionally managed by a third-party registered investment advisor, is an ESOP (employee stock option plan) or an ESPP (employee stock purchase plan), or is required by a trust agreement

· is a non-brokerage account required by a DPP (direct purchase plan), a DRIP (dividend reinvestment plan), or an AIP (automatic investment plan)

· is associated with an estate of which you are the executor, but not a beneficiary, and your involvement with the account is temporary.

TO DO

· For permission to maintain and external account, complete an Exception Request Form (available at risk.fmr.com/ethics).

· Provide a current statement for each account you list on the form.

Keeping us up to date on account activity

You need to disclose all transactions in covered accounts that involve covered securities. (See definition at the end of this document). For internal accounts that you've disclosed to the Ethics Office, this disclosure happens automatically. For all other accounts, you need to make sure that the Ethics Office receives copies of all trade confirmations and account statements.

TO DO

· Arrange for duplicate trade confirmations and statements of all external accounts, including any accounts that aren't approved, to be sent to The Fidelity Investments Ethics Office, 82 Devonshire Street ZW10B, Boston, MA 02109.

· For any transaction not reflected on your internal or external statements, submit a Securities Transaction Report (available at risk.fmr.com/ethics) to the Ethics Office within ten days of the end of the month in which the transaction was completed. Not filing this form will be considered an affirmative statement that you have no transactions of this type to report.

· For investments in an entity, the assets of which are predominantly covered securities, you need to disclose the holdings of that entity to the Ethics Office. For example, this requirement would apply to an interest in a limited partnership that invests in public company stocks. (This rule does not apply to investments in mutual funds, exchange-traded funds, or similar products.)

Complying with applicable trading limits

Excessive trading in covered accounts is strongly discouraged. The Ethics Office monitors trading activity, and may limit the number of trades that may be made in your covered accounts during a given period.

TO DO

· Comply fully and promptly with any trading limits placed on your covered accounts by the Ethics Office.

Obtaining approval to trade in broker-age accounts owned by others

You may only maintain and exercise authority to trade covered securities in a covered account. You may, however, maintain and exercise such trading authority over an account that isn't considered a covered account if the account is owned by a member of your family and you have obtained approval from the Ethics Office. Under this exception, the account would become subject to the Code of Ethics, and the account owner(s) would be required to comply with the Code. If you are employed or registered with one of Fidelity's broker-dealers, note the additional restrictions in the Rules for Broker Dealer Employees that apply to you.

TO DO

New employees

· If you currently have authority to trade covered securities in an account that is not a covered account, immediately take action to have such authority terminated.

· To request an exception from this rule, submit a Trading Authorization Request Form to the Ethics Office (available at risk.fmr.com/ethics). Don't direct any trades in the account without written approval from the Ethics Office.

Current employees

· If you want to trade in an account that may qualify for an exception, submit a Trading Authorization Request Form to the Ethics Office. Don't direct any trades in the account without written approval from the Ethics Office.

Obtaining approval to serve as a director

You need to get approval in advance to serve as a director or trustee of a publicly traded company or a non-Fidelity privately held company likely to issue shares. Approval will be based upon a determination that the activity would be in the best interests of the funds and their shareholders. In addition, Fidelity's Policy on Outside Activities and Affiliations (available at risk.fmr.com/ethics) requires prior approval for other activities as well, including accepting additional employment outside of Fidelity or participating in an activity that may create an actual or perceived conflict of interest with Fidelity.

TO DO

New employees

· Request approval to continue to participate in any covered activities by completing an Outside Activities and Affiliations Request Form (available at risk.fmr.com/ethics).

Current employees

· Request approval before participating in any covered activities by completing the form mentioned above.

WHAT'S PROHIBITED

Trading securities or using short strategies Fidelity has restricted

The following is not permitted in any covered account

· trading any security that Fidelity has restricted

· taking a short position (See definition at the end of this document) in a security that exceeds the same account's long position in that security; this prohibition includes buying puts to open, selling calls to open, and selling securities short

· selling short a Fidelity Select Portfolio.

Short sales against the box are permitted, as are short strategies involving the following indexes: S&P 100, S&P 500, S&P Midcap 400, Morgan Stanley Consumer, FTSE 100, and Nikkei 225.

Participating in IPOs

Neither you nor any other covered person is allowed to participate in an IPO (initial public offering) where no public market in a similar security of the issuer previously existed. This rule applies to equity and debt securities and to free stock offers through the Internet. With prior approval from the Ethics Office, you may participate if:

· you have been offered shares because you already own equity in the company

· you have been offered shares because you're a policyholder or depositor of a mutual company that is reorganizing into a stock company

· your spouse has been offered shares because of his or her employment with the company

TO DO

· For approval to participate in an IPO that may qualify as an exception, complete the Exception Request Form (available at risk.fmr.com/ethics).

· Don't participate in any IPO without written approval from the Ethics Office

Participating in an investment club

Neither you nor any covered person may participate in an investment club or similar entity.

Investing in a hedge fund

Neither you nor any covered person may invest in a hedge fund. However, this does not apply to any products issued or managed by Fidelity.

Giving or receiving certain gifts

You may not accept any gift or compensation from a third party intended to influence a fund's investment decisions or trading activity.

In addition, you need to comply with Fidelity's Policy on Gifts and Gratuities (available at risk.fmr.com/ethics), which, among other things, prohibits you from giving or accepting any gift, worth more than $100 per calendar year, to or from any person or entity who is a current or prospective vendor, customer, or supplier of Fidelity.

Profiting from knowledge of fund transactions

You may not use your knowledge of fund trans-actions to profit by the market effect of such transactions.

Influencing a fund to act in a way that benefits you or others

The funds are required to act in the best interests of their shareholders. Accordingly, you are prohibited from influencing a fund to act (or not to act) for your benefit or the benefit of any other party instead of for the benefit of its shareholders.

For example, you may not influence a fund to buy, sell, or refrain from trading a security in order to affect that security's price to advance your own interests or those of a party that has or seeks to have a business relationship with Fidelity.

Transacting with a fund

Neither you nor any covered person may engage in any transaction with a fund other than the regular performance of your business duties, or buying or selling shares of the fund.

Attempting to defraud a fund

Attempting to defraud a fund in any way is not only a violation of Fidelity's rules, but is also a violation of federal law. Although this rule is particularly relevant to employees of FMR Co., it applies to everyone covered by these rules.

Using a derivative to get around a rule

If something is prohibited by these rules, then it's also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, options on futures, and other types of derivatives. For example, the rules that apply to covered securities also apply to single stock futures.

HOW WE ENFORCE THESE POLICIES

The Ethics Office

The Ethics Office regularly reviews the forms and reports it receives. If these reviews turn up information that is incomplete, question-able, or potentially in violation of the rules in this document, the Ethics Office will investigate the matter and may contact you. The Ethics Office or another appropriate party may issue sanctions, such as:

· warnings

· fines or other payments

· limitations or bans on personal trading

· dismissal from employment

· referral of the matter to civil or criminal authorities

Fidelity takes all rule violations seriously, and, at least once a year, provides the funds' trustees with a summary of the sanctions imposed for material violations of these rules. You should be aware that other securities laws and regulations not addressed by these rules may also apply to you, depending on our role at Fidelity.

Exceptions

In cases where exceptions to these rules are noted and you may qualify for them, you need to get prior approval from the Ethics Office. The way to request any particular exception is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an exception that is not discussed in the rules, you're welcome to submit a written request to the Ethics Office. Your request will be considered by the Ethics Officer in consultation with members of the Ethics Oversight Committee, and you'll be notified of the outcome.

Appeals

If you believe a request of yours has been incorrectly denied or you have received a sanction that you feel is not war-ranted, you may appeal the decision. To make an appeal, you need to give the Ethics Office a written explanation of your reasons for appeal within 30 days of when you were informed of the decision. Be sure to include any extenuating circumstances or other factors not previously considered. During the review process, you may, at your own expense, engage an attorney to represent you. The Ethics Office may arrange for senior management or other parties process. You'll be notified of the outcome of your appeal by the Ethics Office.

Note

The policies and procedures described in these rules do not create any obligation to any person or entity other than Fidelity and the funds. These rules are not a promise or contract, and may be modified at any time. Fidelity and the funds retain the discretion to decide whether any rule applies to a specific situation, and how it should be interpreted.

PART 2 Additional Rules for Access Level 1 and Access Level 2 Employees

Access Employees are divided into two categories, Access Level 1 and Access Level 2. If you qualify for both categories, your category is Access Level 2. You may also be placed in either category by designation of the Ethics Office.

You are an Access Level 1 Employee if you are:

· an employee of FMTC or FPCMS

· an employee in Enterprise Compliance or Fidelity Audit Services

· an employee with access to timely information about fund investments or recommendations, including access to systems such as AS400 trading or development machines

You are an Access Level 2 Employee if you are:

· an employee of FMR Co. or Fidelity Capital Markets

· a member of the Board of Directors of FMR Co. or FMR Corp.

· an employee who is a trustee or member of the Advisory Board of the Fidelity funds

· an elected officer of FMR Corp.

· an attorney acting as counsel within FMR Corp. Legal

· an employee in the Ethics Office

Both Access Level 1 and Access Level 2 Employees must follow the rules on pages 7-9. Additional rules on pages 9-12 apply to you if you are an Access Level 2 Employee.

WHAT'S REQUIRED

Disclosing your holdings

In addition to disclosing your covered accounts as required in Part 1, you need to disclose all holdings of covered securities owned by you or a covered person. Holdings information must be less than 31 days old when you submit it.

TO DO

New employees and newly designated Access Employees Cancel any good-till-cancelled orders in your covered accounts. Complete both parts of the Covered Accounts and Holdings Form within seven days of hire or designation.

Current Access Employees Each year, complete and return the Holdings Verification Report, which the Ethics Office typically sends out in the first quarter of the year. The information on this report must be less than 31 days old when you submit it. If the Ethics Office asks you to confirm or update your account or holdings information or to provide additional information, you need to respond promptly.

Disclosing gifts of securities

You need to notify the Ethics Office of any covered securities that you or a covered person gives, donates, or transfers to another party, or that you or a covered person receives or acquires from another party. This includes, among other things, inheritances of securities and donations of securities to charities.

TO DO

Complete a Securities Transaction Report (available at risk.fmr.com/ethics) within ten days following the end of the quarter during which the gift or transfer was made.

Obtaining permission before investing in closed-end funds associated with Fidelity

You need to get prior approval from the Ethics Office before you or a covered person trades any shares of closed-end funds for which Fidelity pro-vides pricing or bookkeeping services.

Clearing Trades in Advance

The rules of pre-clearance You and any covered person must clear in advance proposed orders to buy or sell any covered security. It's important to under-stand the following rules before requesting pre-clearance for a trade:

· You have to apply on the same day that you want to trade.

· Pre-clearance approval is only good for one day. If you don't use it that day, it expires.

· Good-till-cancelled orders are not permitted.

· Check the status of your order(s) at the end of the day and cancel any orders that haven't been executed. If not cancelled, unfilled orders may be executed the next trading day in violation of this rule.

The purpose of this rule is to reduce the possibility of conflicts between trades in covered accounts and trades made by the funds. When you apply for pre-clearance, you're not just asking for approval. You're giving your word that you:

· don't have any inside information on the security you want to trade

· are not using knowledge of actual or potential fund trades to benefit yourself or others

· believe the trade is avail-able to the general investor on the same terms

· will provide any relevant information requested by the Ethics Office

Generally, requests will not be approved if we determine your transaction may materially affect the market price of that security or take advantage of or hinder trading by the funds.

Exceptions You don't need to pre-clear trades in certain securities. These include:

· options on, or exchange-traded funds that track, the S&P 100, S&P Midcap 400, S&P 500, Morgan Stanley Consumer Index, FTSE 100, and Nikkei 225

· securities being transferred as a gift

· currency warrants

· rights subscriptions

· automatic dividend reinvestment

With the prior approval of the Ethics Office, there are a few situations where you may be permitted to trade without pre-clearing. These situations are:

· trades in a covered account that is professionally managed by a third party

· purchases made through an automatic, regular program that has been disclosed in advance

· when you can show that repeated rejection of your pre-clearance request is causing a significant hardship

How to Clear a Trade in Advance

To avoid errors, use these step-by-step instructions:

1. Go to https://preclear.fmrco.com. Pre-clearance is available between 10:15 AM (12 noon for FMR Co. traders) and 5:30 PM Eastern Time. If you are unable to access pre-clearance online, call the Pre-Clearance Desk at 617-563-6109.

2. Carefully enter the details of the trade you'd like to make. Do not trade unless you receive approval. Note the pre-clearance reference number for your records.

3. Place your order. Be sure your order is for the same security, direction, and quantity (or a lesser quantity) as your pre-clearance approval. Do not place a good-till-cancelled order.

4. Check the status of your order at the end of the day.

5. Cancel any orders that haven't been filled.

+ ADDITIONAL RULES FOR Access Level 2 Employees Only

WHAT'S REQUIRED

Surrendering 60-day gains

Any gains in a covered account that are generated by trading a given covered security or its equivalent within a 60-day period must be surrendered. The amount of the gain that must be surrendered is determined by matching each sale or option trans-action to all prior purchases or opposite transactions within the past 60 days, starting with the earliest. Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule. There are only two exceptions to this rule:

· When you are trading options on, or exchange traded funds that track, the following indexes: S&P 100, S&P Midcap 400, S&P 500, Morgan Stanley Consumer, FTSE 100, and Nikkei 225.

· When the rule would prevent you from realizing a tax loss on a proposed trade. This exception is not automatic and requires the advanced written approval of the Ethics Office. Approval will be based on fund trading and other pre-clearance tests. You are limited to a total of three exceptions per calendar year across all of your covered accounts.

TO DO

· Before trading a security in a covered account that might trigger this rule, make sure you understand how much may have to be surrendered. The calculation may be complicated, especially if options or multiple prior purchases could be involved. If you have any doubt, call the Ethics Office at 617-563-5566.

· To request permission for a tax loss exception, contact the Ethics Office before trading. Allow at least two business days for your request to be considered.

For more specific information about how option transactions are treated under this rule, see below.

Option transactions under the 60-Day Rule

Option transactions can be matched in two ways:

· to prior purchases of the underlying security; and

· to prior option transactions in the opposite direction.

When matching an option transaction to prior purchases of the underlying security, selling a call and buying a put are treated as sales and will be matched to purchases of the underlying security made in the preceding 60 days.

When matching an option transaction to prior option transactions, a closing position is matched to like opening positions made with-in the preceding 60 days.

Exercising an option

· The initial purchase or sale of an option, not the exercise or assignment of the option, is matched to opposite transactions made within the prior 60 days.

· The sale of the underlying securities received from the exercise of an option will also be matched to opposite transactions made within the prior 60 days.

Automatic liquidation

When the sale of the underlying security is the result of an automatic liquidation, you are required to stop the automatic liquidation to avoid surrendering 60-day gains.

Following special procedures for private securities transactions

Before investing in any private placement or other private securities transaction, you or any covered person needs to get prior approval from the Ethics Office. The only exception is for private placements issued by a Fidelity company. These are automatically reviewed in advance by the Ethics Office, and any that are offered to you will already have been approved.

TO DO

· Before investing in any private investment, Fill out a Private Transaction Request Form (available at risk.fmr.com/ethics).

· Get the necessary approval from your manager, division head, or other authority, as described on the request form.

· Submit the request to the Ethics Office and await approval.

· Report the final transaction within ten days of the end of the month in which it was completed, using a Securities Transaction Report (available at risk.fmr.com/ethics).

· If you have a material role in the consideration of securities of the issuer (or one that is affiliated) by any fund after you were permitted to make a private investment, you must follow these additional steps:

- Disclose your private interest to the person(s) making the investment decision in that or an affiliated issuer.

- Obtain an independent review of any decision to buy the securities of the issuer (or one that is affiliated) for your assigned fund(s) before buying for the funds. This review must be performed by your division or department head.

Communicating your ownership of securities in certain circumstances

If a given security (whether public or private) is held in a covered account, or you or any covered person is about to place a trade in that security, you have an affirmative duty to disclose this information in the course of any communication that is intended to influence, or is reasonably likely to influence, a fund's investment decisions about that security.

WHAT'S PROHIBITED

Buying securities of certain broker-dealers

Neither you nor any covered person is allowed to buy the securities of a broker-dealer or its parent company if the Ethics Office has restricted those securities.

Trading after a research note

Specifically designated Access Level 2 Employees Only

Neither you nor any covered person is allowed to trade a security until two full business days have elapsed after a Fidelity research note on that security has been issued. This rule will be tested at the time of pre-clearance.

+ ADDITIONAL RULESFOR FMR Co. Research Analysts and Portfolio Managers Only

WHAT'S REQUIRED

Providing material information to the funds before trading

Any time you're in possession of material, public information that you received directly from an issuer, you must communicate that information to Fidelity before you trade any securities of that company in a covered account.

TO DO

· Confirm whether a Fidelity research note has been published with the relevant information.

· Publish a note or provide the information to the head of equity research before trading in a covered account.

· Wait until two full business days have elapsed after the issuance of a note or your disclosure before trading in a covered account.

WHAT'S PROHIBITED

Trading before recommending for the funds

If you are a research analyst, you may not trade (in a covered account) a security that you are assigned to if you have not communicated information about that security to the funds in a research note, unless you have permission from the head of equity research and the Ethics Office.

TO DO

Publish a note with relevant information and indicate your ownership in the note before trading a security you are assigned to cover. The Ethics Office may consult with a head of research when you pre-clear, if the proposed transaction is the opposite of your most recent recommendation.

Failing to recommend or trade for a fund

You may not refrain from timely recommending or trading a suitable security for a fund in order to avoid an actual or apparent conflict of interest with a transaction in that security in a covered account.

Trading within seven days of a fund you manage

If you're a portfolio manager, trading in a covered account within seven calendar days before or after a trade is executed in the same or equivalent security by any of the funds you manage is not permitted.

There are three exceptions to this rule:

PROHIBITED

· When the rule would work to the disadvantage of a fund You must never let a trade in a covered account prevent a fund you manage from subsequently trading the same security if not making the trade would disadvantage the fund. However, you need approval in advance from the Ethics Office before making any trades under this exception. The Ethics Office will need to know, among other things, what new information arose since the date of the covered account trade.

· When the conflicting fund trade results from standing orders A covered account trade may precede a fund trade in the same security when the fund's trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the fund's holdings in response to fund cash flows.

· When the covered account is independently managed This exception applies only where a covered account is managed by a third-party professional investment advisor under a written contract, and you provide no input on day-to-day investment decisions. To take advantage of this exception, you need written approval in advance from the Ethics Office.

TO DO

· Before trading personally, consider whether there is any likelihood that you may be interested in trading that security in your assigned funds within the next seven calendar days. If so, refrain from trading in a covered account.

· If a fund you manage has recently traded a security, you must delay any covered account trades in that security until the eighth calendar day after the most recent trade by the fund.

· Contact the Ethics Office immediately to discuss any situation where these rules would work to the disadvantage of the funds.

Key Concepts Defined

Brokerage account Any account in which you can trade stocks, bonds, or any other covered security (as defined below). This includes 401(k) accounts and other accounts if you are permitted to trade covered securities in them.

Covered account The term "covered account" encompasses a fairly wide range of accounts. Important factors to consider are your actual or potential investment control over an account, whether you benefit financially from an account, and what your family and financial relationships are with the account holder. Examples of covered accounts include any brokerage account that belongs to one or more of the following owners:

· you or your spouse

· any immediate family member who shares your household and who is under 18 or whom you support financially

· any corporation or similar entity where you, or an immediate family member sharing your household, are a controlling shareholder or participate in investment decisions by the entity

· any trust of which you are (i) a beneficiary, and you participate in making investment decisions for the trust; (ii) a trustee, and you either have an opportunity to profit from the trust's investment operations or a member of your immediate family is a beneficiary of the trust; or (iii) a settlor, and you can revoke the trust by yourself and you participate in making investment decisions for the trust

· Any undertaking in which you have the opportunity to profit from a transaction in a security.

Covered person This designation includes:

· you

· your spouse

· any immediate family member who shares your household and who is under 18 or whom you support financially

Covered security A covered security is any security except:

· shares of U.S.-registered open-end mutual funds (note, however, that shares of exchange-traded funds are covered securities)

· money market instruments, such as certificates of deposit, banker's acceptances, and commercial paper

· U.S. Treasury securities

· obligations of U.S. government agencies and instrumentalities with remaining maturities of one year or less

· securities issued by FMR Corp.

· commodities, and options and futures on commodities (for example, grains or metals traded on a commodities exchange)

Fund In this document, the terms "fund" and "Fidelity fund" mean any investment company, or any account holding third-party assets, that is advised by FMR Co. or an affiliate.

Immediate family member Your spouse, and anyone with the following relationship to you, whether by blood, adoption, or marriage:

· children, stepchildren, and grandchildren

· parents, step-parents,and grandparents

· siblings

· parents-, children-, or siblings-in-law

Portfolio manager Any employee with responsibility for managing a fund, or a portion of a fund, and for making investment decisions for the fund or a respective portion of it.

Research analyst Any employee with responsibility for making investment recommendations to the funds.

Selling short Selling a security that is not owned by the seller at the time of the trade.

Shareholder In this document, the term "shareholder" means a shareholder of a fund or a client whose assets are managed by FMR Co. or an affiliate.

Legal Information

The Code of Ethics for Personal Investing constitutes the Code of Ethics required by Rule 17j-1 under the Investment Company Act of 1940, and has been adopted as such by the Fidelity funds, the FMR Corp. subsidiaries that are their investment advisors or principal underwriters, and companies affiliated with any of these entities.

Independent Trustees

Trustees and members of the Advisory Board of the Fidelity funds are Access Level 2 Employees, unless they are not "interested persons" (as defined in the Investment Company Act), and they do not have access to daily trading activities or listings of current fund holdings. Independent Trustees are subject to the general principles and spirit of these rules and, like other members of the board, must disclose their covered accounts and holdings and must report transactions regularly. Independent Trustees are not subject to the procedural requirements and prohibitions applicable to employees, but they have adopted their own policy that supplements but is not part of these rules.

EX-99.P CODE ETH

Fidelity International Code of Ethics - 2003

Exhibit p(2)

Fidelity International Limited

CODE OF ETHICS

Effective January 1, 2003

FIDELITY'S COMMITMENT TO ETHICS

Our company's commitment to the highest standards of integrity and loyalty to customers and shareholders is underscored by our name - Fidelity. We are known by our decisions and actions, as a company and as individuals. The accompanying Code of Ethics enables the company and its employees to act in a way that does not conflict - or appears to conflict - with the interests of our clients.

We believe that customer interests can be protected even when employees make personal investments, exchange certain gifts or engage in certain outside activities. But there must be limits.

No written Code can anticipate all activity that would conflict (or might appear to conflict) with the interest of Fidelity or its clients. Fidelity employees are expected to understand and respect the spirit of the rules - and always to act in a way that demonstrates our commitment to our customers and to doing the right thing.

Foreword

All employees of Fidelity International Limited and its subsidiary companies ("Fidelity") are bound by this Code of Ethics which sets out the standards we expect from you in personal account trading, managing conflicts of interest, and receiving gifts and hospitality. Parts of the Code apply, not only to you as an employee, but also to close relatives, spouses, partners, and others in whose affairs you could have a beneficial interest.

As a fund management organisation we have a duty to our customers to meet the highest standards of personal behaviour. The Code is designed so that employees can conduct themselves and buy and sell stocks and shares in a way which does not conflict with the management of our clients' assets. It is important to our reputation that we avoid giving even the appearance of any conflict of interest.

In the financial services industry the major asset of any company is its reputation. The Code not only underlines Fidelity's commitment to keeping the Fidelity reputation untarnished, but also provides a framework in which employees can manage their personal affairs in a way consistent with that reputation.

A WORD ABOUT THE STRUCTURE OF THE CODE

The Code is contained in the first section of this document. All the general provisions are contained in this Code and these apply to everyone throughout Fidelity.

Fidelity International Code of Ethics - 2003

Annex 1 contains specific provisions and additional information for employees in certain locations or working on specific products. Your local Compliance Officer will tell you if any of these provisions apply to you.

General administrative provisions are explained in Annex 2. These apply to all employees.

Finally, if you have any questions contact your local Compliance Department. Contact details for your local Compliance department can be found in Appendix A.

CODE OF ETHICS 2003

This Code must be followed by all Fidelity employees wherever they work.

1. Introduction

2. Who must follow the Code

3. Which trades are subject to the Code

4. Trades which are not allowed

5. Trades which need special permission

6. Times when you are not allowed to trade

7. How to trade

8. What to do after you have traded

ANNEX 1-Country or Product Specific Supplements

This Supplement must be followed by employees and directors of the following companies or if you are requested to do so by your Compliance Department:

1. Fidelity Investments Securities Investment Trust Co. Ltd ("SITE")

2. Fidelity Investment Services, GmbH

3. Fidelity Investments Japan

4. Fidelity Investments Securities (Taiwan) Limited ("FIST")

5. Fidelity Investments Advisory Company (Korea) Limited and directors, officers and qualified investment experts of Fidelity Investments Management (Hong Kong) Limited

6. Fidelity Investissements SAS and Fidelity Gestion

7. Employees involved with the management of FMR's 1940 Act Funds

ANNEX 2 - General Administrative Procedures and Further Information

1. Inside Information

2. Receiving and Offering Gifts and Hospitality

Fidelity International Code of Ethics - 2003

3. General Responsibilities

4. Administration of the Code

5. Which forms have to be completed and when

6. Some questions and answers

1. INTRODUCTION

1.1 The purpose of the Code is to provide a framework within which you can conduct your personal affairs without coming into conflict with our duties to our customers. A lot of the Code covers your own trades in stocks and shares, but some of it also covers receiving gifts and invitations to sporting and other events.

1.2 Many of our regulators require Fidelity to have such a Code, but Fidelity has always believed in the principles set out in the Code. We look after the savings and pensions of many hundreds of thousands of people and we have a duty to safeguard these and not to use them to our personal advantage.

1.3 As a result there may be times when you, or a member of your close family, will not be allowed to buy or sell a particular share. This could be because we are trading in that share on behalf of our customers. We do not want to put that trade at risk. Neither do we want to give the impression that we are using knowledge of what we are doing for customers to make a profit or avoid a loss in our personal trading.

1.4 With regards to gifts and hospitality, Fidelity actively discourages the giving and receiving of business-related gifts and hospitality. This is to avoid potential conflicts of interest or bias in trading with outside suppliers and external relationships. Fidelity's Gifts and Gratuities Policy, which is separate from this Code and can be found at Section 2 of Annex 2, sets forth the specific policies, restrictions and procedures to be observed by employees with respect to business-related gifts and related matters.

1.5 We also recognise that there are times when it might be awkward for you to follow the Code to the letter. In exceptional circumstances we can establish special approvals that are consistent with the principles of the Code and the interests of our customers. If you have a problem you must raise it as early as possible with your local Compliance Department.

1.6 Please read the Code carefully. It is an important document that forms part of your contract of employment with Fidelity. In fact, we ask you to confirm to us each year that you have read and understood the Code. This is for your own protection as a serious breach of the Code can lead to a fine or even dismissal. In some jurisdictions breaches of parts of the Code may be a criminal offence.

Fidelity International Code of Ethics - 2003

A final word...

The Code cannot cover every situation that might come up. It is up to you to behave responsibly and for you to follow the Code. Even if you have received some permission you still must make sure that what you plan to do is allowed under the Code. This is your personal responsibility. If you are in doubt or have a question contact your local Compliance Department BEFORE you do anything. Their contact details are set out in Appendix A.

2. WHO MUST FOLLOW THE CODE

Summary Box

• The Code covers employees of Fidelity and close family members
• Each employee falls within one of four categories
• Check if you need to follow one of the supplements

2.1 All employees of Fidelity have to follow the Code. The Code also covers members of your immediate family, spouses and partners and others living in the same house. It will also cover trading in stocks and shares where you have a financial interest. Appendix B sets out when the Code will apply to someone other than you. This can be a complex area and if you are in any doubt as to whether a particular person is covered by the code you must ask your local Compliance Department (see Appendix A). Broadly, if something applies to you, it applies to your immediate family and partners in the same household, but you should read Appendix B carefully.

2.2 You are told when you join Fidelity which employee category you fall into. This category will also apply to people who must follow the Code because of Appendix B. Your category is important because there are some rules in the Code that only apply to particular categories of employees.

2.3 There are four categories:

Non-Access Persons

Access Persons

Investment Professionals

Senior Executives

These are described in the following section. Your category will appear on the forms that you have to fill in each quarter. The categories are based on what sort of work you do and what sort of information you have access to. So when you change jobs or the type of work you do, your category may also change.

2.3.1 Non-Access Persons

You are a Non-Access Person if:

Fidelity International Code of Ethics - 2003

You are an employee of Fidelity Technology India Private Limited ("FTI"); or

You have been specifically notified by your Compliance Officer

2.3.2 Everyone in Fidelity has to follow the Access Person rules (except where you are a Non-Access person), but some will also have to follow the rules of another category.

Access Persons are:

• All employees of any Fidelity company who are not a Non-Access person (see above)
• All directors of such companies
• All directors of a Fidelity fund (e.g. one of the UK investment trusts or Fidelity Funds)

If you are a director who has signed a separate letter you are treated as a different category. Details can be found in Appendix C.

2.3.3 Investment Professionals

You are an Investment Professional if you are:

• A portfolio manager
• A research analyst or associate
• A trader or a trading assistant
• A member of an asset allocation group
• A member of the Portfolio Management Services group

Some people may also be categorised as an Investment Professional even when they might not fall into one of the above descriptions. If this happens to you, you will be told in writing.

2.3.4 Senior Executives

You are a Senior Executive if you are:

• A board director of any Fidelity company
• A director or vice-president of such a company
• In the Fund Treasurer's department
• In the Compliance or Legal departments
• In the Internal Audit, Risk or Security Departments

Some people may also be categorised as a Senior Executive even when not falling into one of the above descriptions. If this happens to you, you will be told in writing.

Please note: All Investment Professionals and Senior Executives are also Access Persons. Some parts of the Code only apply to Investment Professionals and Senior Executives.

2.4 Supplements

If you are a director or an employee of the following companies you must read and also follow (if appropriate) the relevant supplement in Annex 1.

• Fidelity Investments Securities Investment Trust Co. Ltd ("SITE") - Supplement 1
• Fidelity Investment Services, GmbH - Supplement 2
• Fidelity Investments Japan - Supplement 3
• Fidelity Investments Securities (Taiwan) Ltd ("FIST") - Supplement 4
• Fidelity Investments Advisory Company (Korea) Limited and directors, officers and qualified investment experts of Fidelity Investments Management (Hong Kong) Limited - Supplement 5
• Fidelity Investissements SAS and Fidelity Gestion - Supplement 6

2.5 FMR's 1940 Act Funds

If you are involved with the investment management of the 1940 Act Funds run by Fidelity Management & Research Company or any other fund or account subject to US SEC registration, then Supplement 5 of Annex 1 may apply. Your local Compliance Officer will notify you if this section applies to you.

Fidelity International Code of Ethics - 2003

3. WHICH TRADES ARE SUBJECT TO THE CODE

Summary Box

• The Code regulates personal trading in Reportable Securities
• Reportable Securities includes all stocks and shares unless specifically excluded.
• Shares in unit trusts, OEICs and mutual funds are not Reportable Securities
• Simple life assurance, endowment policies and bank accounts are not Reportable Securities.

3.1 The Code only covers some of the personal trades that you may do. Any trade in a Reportable Security is covered by the Code. A purchase or a sale of an investment that is not a Reportable Security is not covered by the Code.

3.2 Reportable Securities are all shares, bonds and other securities unless they are excluded in 3.3 below.

3.3 The following are not Reportable Securities:

• Shares or units in regulated open-ended investment companies, mutual funds and unit trusts (including Fidelity products). Please note that hedge funds are not included in this definition.
• Government Securities issued by the USA, Japan and members of the European Economic Area (EEA). A list of EEA Countries can be found at Appendix D.
• Securities issued by agencies of these governments which have a remaining maturity of one year or less.
• Life assurance and endowment policies.
• Bank savings or current accounts.
• Certificates of Deposit and other money market investments such as commercial paper.
• Shares issued by companies in the Fidelity Group
• Commodities
• Futures or options on commodities

3.4 All other securities (and options and futures on such securities and securities indices) are Reportable Securities and are covered by the Code. This includes Fidelity's Investment Trusts listed in the UK for example, as well as other closed-end funds.

4. TRADES WHICH ARE NOT ALLOWED

Summary Box

• If you have inside information, trades using that inside information are not permitted.
• Neither is using knowledge of a fund's transactions.
• Investments in certain futures may not be allowed
• Selling a security short is not permitted.

4.1 Certain types of trades are not permitted under any circumstances. It is not possible to set out every type of trade that is inappropriate so the list below may be added to from time to time.

4.2 You are not allowed to do a trade (or encourage someone else to trade) if you have inside information which is relevant to the security you wish to trade. In some countries trading on inside information is a criminal offence. In all countries trading with inside information may lead to disciplinary action being taken. A summary of the insider trading law is in Appendix G.

4.3 You are not allowed to trade if you are using information about what a fund or account is doing. This is not allowed as you might profit by what effect this will have on the market.

4.4 You must not invest in hedge funds.

4.5 You must not invest in or through investment clubs and similar groups.

4.6 Any form of spread betting that is based on securities that are Reportable Securities under the Code is prohibited.

4.7 You are not allowed to ´sell short´ i.e. sell securities which you do not own. This includes purchasing naked/uncovered put options or selling naked/uncovered call options.

4.8 You are not allowed to purchase put or sell call options or futures on Stock Market indices other than the following:

• FTSE 100

Fidelity International Code of Ethics - 2003

• Nikkei 225
• S&P100, 400 and 500
• Morgan Stanley Consumer Index

4.9 You must not purchase investments in a stockbroker, securities trader or broker dealer which appears on the restricted list kept by Global Compliance. This list changes, so if you want to buy shares in such a company you must first of all check with your local Compliance contact (see Appendix A).

4.10 You must not trade in any derivative of a Reportable Security which has the effect of evading the requirements of the Code.

4.11 You must not place good-until-cancelled orders. Good-until-cancelled orders may inadvertently cause you to violate the pre-clearance provisions of this Code.

4.12 Fidelity believes that a very high volume of personal trading can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. An unusually high level of personal trading activity is discouraged and may be monitored by the Compliance Department. A pattern of excessive trading may lead to the taking of appropriate action under the Code.

4.13 You may not exercise investment discretion over accounts in which you have no beneficial interest, unless your situation falls within the limited circumstances described in Appendix H and you have obtained prior written approval from your local Compliance contact.

Note: Even if you have obtained pre-clearance to do anything listed above, that is no defence. It is your responsibility to make sure you do not do any of the above. For example, if you buy the shares of a restricted stockbroker you will have breached the Code.

Fidelity International Code of Ethics - 2003

5. TRADES WHICH NEED SPECIAL PERMISSION

Summary Box

• Purchase of public offerings and private placements requires approval.
• So does trading in certain closed-end funds

5.1. You may only execute certain types of trades if you get permission, and permission will not always be granted.

5.2 You can only buy shares or bonds in an initial public offering (IPO), privatisation or flotation of shares if you have written approval from Compliance. Sometimes a general permission will be given (for a privatisation for example). At other times you can get a special permission if you or your spouse have a priority allocation. This can be because you or your spouse are a customer or an employee of the company involved. Please refer to the note at Appendix E and Form H.

5.3 If you are an Investment Professional or Senior Executive you must get prior permission to invest in a private placement. This is to ensure that any placement is considered, first of all, for Fidelity's funds and accounts. A checklist for such trades is included in Form D. This must be completed by you and forwarded to your Director or Department Head and then to the local Compliance department (see Appendix A) before you buy.

If you are an Investment Professional or Senior Executive and you wish to participate in a private investment arrangement organised as a U.S. "look through" entity, you must obtain permission from Bermuda Compliance. A "look through" entity is a tax pass through entity such as a partnership, limited liability corporation (LLC), joint venture taxed as a partnership or a U.S. corporation taxed as an "S" corporation. The information memorandum for the investment should explain its U.S. tax status. This is to help us avoid disadvantageous tax consequences for Fidelity International Limited that could arise in certain circumstances.

5.4 If approval is granted you must report the actual purchase to Compliance within ten working days. If afterwards you are involved in managing or advising a Fidelity fund or segregated account investing in the same company you:

• Must declare your interest
• Have the holding independently reviewed by the Chief Investment Officer and Compliance.

5.5 You must obtain permission in writing before trading in Thailand International Fund as Fidelity carries out administration and accounting services for the fund.

Note: Even if you have obtained pre-clearance to do a trade which is listed above that is no defence. It is your responsibility to make sure you do not do any of the above without having got the right permission.

Fidelity International Code of Ethics - 2003

6. TIMES WHEN YOU ARE NOT ALLOWED TO TRADE

Summary Box

• No trading if you have inside information or knowledge that a fund will trade.
• Investment Professionals and Senior Executives have to wait two clear business days after a research note is issued by any Fidelity office.
• Portfolio Managers cannot trade within seven calendar days of one of their funds trading in that security.
• Investment Professionals and Senior Executives have to surrender any profits if securities are sold within sixty calendar days of their purchase.
• Portfolio Managers and Research Analysts must ensure any new information on a company goes into a research note before they trade.

6.1. You are not allowed to trade when:

• You have inside information which is relevant to the security you want to trade in (see Section 9).
• You have knowledge that a fund or account will be trading in that security (or a related security).
• You have knowledge that a fund or account has just traded in that security (or a related security).

6.2. There are other periods when certain categories of employee are not allowed to trade.

6.3. The Two Day Rule

Applies to Investment Professionals and Senior Executives

You may not trade in a security for two clear business days after a research note relating to the issuer of that security has been published. For example, a research note published at noon on Monday blocks your trading until Thursday.

6.4. The Seven Day Rule

Applies to Portfolio Managers

You may not trade a security within seven calendar days of one of your funds trading in that security. In other words, you may not trade in a security within seven days before or seven days after the fund has traded. If you are the assigned fund manager to a portfolio where trades are initiated by an asset allocation group it is still your responsibility to observe this rule in respect of trades in that portfolio. This prohibition will not apply to trades made by a portfolio manager during the seven days preceding a fund trade if the fund trade arises as a result of a standing instruction placed with a trading desk to purchase or sell securities in amounts proportional to the relative weightings of such securities in the portfolio in response to fund cash flows.

6.5. The Sixty Day Rule

Applies to Investment Professionals and Senior Executives

If you sell a security within sixty calendar days of purchasing it you will be required to surrender any profit made. Any loss you make is your own. The purpose of this rule is to discourage short-term trading. Transactions will be matched with any opposite transaction within the most recent 60 calendar days. If unforeseen circumstances mean that you will want to sell within the sixty days please contact your local Compliance department before trading if you wish to keep any profit. This paragraph does not apply to matching option or futures trades on, or exchange traded funds that track, the indices listed in paragraph 4.8 above.

6.6. The Affirmative Duty Rule

Applies to Portfolio Managers and Research Analysts

You have an affirmative duty (i.e. you must use your own initiative) to ensure that any fresh and material information that you receive on a company is included in a research note. This applies regardless of whether you are formally assigned to the company in question. You may not trade until after the research note is issued and two clear business days have passed.

Should you own a security, or should you have decided to buy a security, you also have an affirmative duty to disclose this in any research note or other investment communication about that security.

If there is any question as to whether the information is new and material you should contact your Director of Research or Chief Investment Officer who will decide if a research note should be issued.

Note: Even if you have obtained pre-clearance to do a trade that is no defence if you are in fact in breach of any of the above rules. It is your responsibility to follow the rules above.

Fidelity International Code of Ethics - 2003

7. HOW TO TRADE

Summary box

• Trading must be through an Approved Broker unless special permission has been granted.
• Pre-clearance is required for virtually all trades.
• Pre-clearance is good for that day only.

7.1 The general principle is that if you want to trade in a Reportable Security you must first get permission ("pre-clearance"). This is in addition to any special permission you may need under section 5. Any trading must be done through a broker that appears on our list of Approved Brokers (see Appendix F).

7.2 Approved Brokers

7.2.1. You must trade through an Approved Broker. Your local Compliance Department (see Appendix A) can provide you with the relevant paperwork or contact for setting up an account.

7.2.2 A list of Approved Brokers is at Appendix F. These brokers have been selected by Fidelity and all personal trades must be done through them unless you have prior written approval from Compliance. You must hold all Reportable Securities yourself (i.e. have them registered in your own name, or physically hold the certificates) or hold them through an Approved Broker.

7.2.3. Approved Brokers forward (to the relevant Compliance Department) reports of trades on your account and also provide monthly statements. By opening an account at an Approved Broker you agree that we can receive these documents and permit us access to all account information relating to your period of employment with Fidelity. If for some reason the Approved Broker does not provide the report we may ask you to, and you must respond promptly.

7.2.4. In exceptional circumstances you may be allowed to hold a personal trading account with a different broker. You can only do this with the prior written approval of Compliance. Approval may not always be given. If given, it will usually be subject to special conditions. Approval is subject to review and can be withdrawn if circumstances change. If you break any special conditions that we might set you will be treated as having broken the Code itself.

7.3. Pre-clearance

7.3.1. Non-Access persons are exempted from the pre-clearance requirement. However, all other employees (i.e. Access Persons, Investment Professionals and Senior Executives) are required to pre-clear all transactions in reportable securities (except those specified in 7.3.7. to 7.3.10. below).

7.3.2. Before you place an order with your broker you must have pre-cleared that order with the relevant area or via the Automated Pre-clearance tool (see Appendix A). Please note that pre-clearance lines may be recorded and records will also be retained of any on-line communication.

7.3.3. The pre-clearance department (or the Automated Pre-clearance tool) will check if there is any fund or segregated account trading. Generally, a pre-clearance request will not be approved if it is determined that the trade will have a material influence on the market for that security or will take advantage of, or hinder, trading by funds or accounts. If you get pre-clearance you will be given a pre-clearance number which you should keep for your own records.

7.3.4. Pre-clearance is only valid for the calendar day on which it is given. If for any reason your trade is not done on that day you must get a fresh pre-clearance the following day or cancel the order with your broker. An exception to this rule applies when trading in "mini kabu" (the practice, in Japan, of carrying over portions of trades to the following day for amounts below board lot size). If you are trading in Japanese securities and wish to trade in odd lots, you must contact your local Compliance department prior to trading. When contacting Compliance, you must be sure to inform the Compliance Officer that the shares being traded are mini kabu.

7.3.5. You will be asked to provide details of the trade before given pre-clearance. If the trade done by your broker differs from those details we will ask for an explanation and it could be a breach of the Code.

Note: Pre-clearance only means that there is no trading activity to stop you trading. You are still responsible for checking that you have any special permission needed and that the trade is allowed under the Code.

7.3.6. If you are repeatedly refused pre-clearance you can refer this to your local Compliance Department which may be able to give you special pre-clearance.

Fidelity International Code of Ethics - 2003

7.3.7. Trades in the following securities do not require pre-clearance but have to be reported afterwards:

• Options on the following indices:

- FTSE 100

- Nikkei 225

- S&P 100, 400 and 500

- Morgan Stanley Consumer Index

• Exchange traded funds that track the above indices
• Currency warrants

7.3.8. The following types of trades do not require pre-clearance but have to be reported afterwards:

• Gifting of securities
• Rights subscriptions
• Automatic and scrip dividend reinvestments where you have no discretion as to the transaction taking place
• Exercising of warrants
• Exercising of rights

Please note that buying and selling rights and warrants require pre-clearance prior to trading.

7.3.9. When buying a Reportable Security through a monthly savings plan or similar arrangement, permission should be obtained from the local Compliance Department when the plan is set up and after that pre-clearance will not be required for regular investments. You will still need to report such transactions and lump sum investments will still need pre-clearance. The local Compliance Department will tell you how often. Please remember that if you sell a Reportable Security you bought through a monthly savings plan, that sale will need pre-clearance in the normal way.

7.3.10. If you have someone else who manages your investments for you on a discretionary basis, you will not need pre-clearance as long as:

• there is a written agreement between you and the third party;
• you have no say in what is bought or sold; and
• Compliance has given you prior written approval.

Trades must still be reported.

Fidelity International Code of Ethics - 2003

8. WHAT TO DO AFTER YOU HAVE TRADED

Summary Box

• Reporting of trades is done automatically by Approved Broker
• It is your responsibility to report if using non-Approved Broker

8.1 If you are trading through an Approved Broker and have told them you are a Fidelity employee, Fidelity will contact your broker and make arrangements for them to forward a copy of the contract note or confirmation directly to your local Compliance Officer. However, since you have the contractual relationship with your broker, it is your responsibility to ensure that your broker is complying with these arrangements.

8.2. If you are trading, under special permission, with a non-Approved Broker, it is your responsibility to make arrangements for the broker to forward a copy of the contract note or confirmation directly to your local Compliance Officer.

8.3. If we have a question about a trade or are missing a report on a trade you have done, we may come back to you. (This is one of the reasons we recommend you keep a note of your pre-clearance number.) Please make sure you respond to any request promptly.

Annex 1

COUNTRY OR PRODUCT

SPECIFIC SUPPLEMENTS

1. Fidelity Investments Securities Investment Trust Co. Ltd ("SITE")

2. Fidelity Investment Services GmbH

3. Fidelity Investments Japan

4. Fidelity Investments Securities (Taiwan) Limited ("FIST")

5. Fidelity Investments Advisory Company (Korea) Limited and directors, officers and qualified investment experts of Fidelity Investments Management (Hong Kong) Limited

6. Fidelity Investissements SAS and Fidelity Gestion

7. Employees involved with the management of FMR's 1940 Act Funds

Fidelity International Code of Ethics - 2003

SUPPLEMENT NUMBER 1 -

Fidelity Investments Securities Investment Trust Co. Ltd ("SITE")

1. INTRODUCTION

1.1 The purpose of this supplement is to tell those caught by the Taiwan SITE rules what they have to do.

1.2 The Supplement is in addition to the Code of Ethics. If you fail to follow the rules set out in this Supplement you may be subject to disciplinary action. You must follow the Code as well as this Supplement.

1.3 The Supplement has four sets of rules. One set of rules covers trading in the shares of any fund which is managed by Fidelity Investments Securities Investment Trust Co. Ltd. The second set of rules covers trades in shares or bonds which are held by any such fund. The third concerns pre-clearance requirements for any personal trading undertaken by SITE compliance officers or SITE traders. The fourth concerns extra reporting restrictions applicable to SITE employees classified Directors, Supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team) of the SITE.

2. WHO MUST FOLLOW THE SUPPLEMENT

2.1 For trades in the shares of any fund managed by Fidelity Investments Securities Investment Trust Co. Ltd, the following people must follow this supplement:

employees of Fidelity Investments Securities Investment Trust Co. Ltd

directors and supervisors of Fidelity Investments Securities Investment Trust Co. Ltd

husbands and wives of employees, directors and supervisors

children under 20 of employees, directors and supervisors.

These rules are set out in Section 3 below.

2.2 For trades in shares or bonds which are held by any such fund, the following people must follow the supplement:

directors and supervisors of Fidelity Investments Securities Investment Trust Co. Ltd

General Manager, any branch manager, department head and fund manager (including the trading team) of Fidelity Investments Securities Investment Trust Co. Ltd

husbands and wives of directors, supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team)

brothers and sisters of directors, supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team)

parents and grandparents of directors, supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team)

children and grandchildren of directors, supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team)

These rules are set out in Section 4 below.

3. RULES WHEN TRADING IN THE SHARES OF A FUND MANAGED BY FIDELITY INVESTMENTS SECURITIES INVESTMENT TRUST CO. LTD

3.1 You may buy and sell units in the funds without needing to get any prior permission.

3.2 All purchases and sales must be reported to the SITE Compliance Officer on the attached Form TA. This must be done within two working days of your trade.

Please note a report of all such trades is provided by Fidelity Investments Securities Investment Trust Co. Ltd to the Taiwanese SITE/SICE Association every month.

3.3 The 1-Month Rules

If you buy units during the launch period you must hold them for at least one month from the date of the establishment of the fund. The date of the establishment of the fund will be after the date of your purchase.

Fidelity International Code of Ethics - 2003

If you buy units after the date of the establishment of the fund you must hold them for at least one month.

Both of these rules are subject to any longer period specified in the Fund's trust deed. SITE Compliance will inform you if longer periods apply.

Please note that there are no plans at present to establish a closed-end Fidelity SITE fund. However, if such a fund were to exist you would not be permitted to buy units in such a fund. You would however be permitted to sell any units you owned before joining. You would need to report such holdings on the Form TA within two days of joining and also report any sales on the same form.

4. RULES WHEN TRADING IN SHARES OR BONDS HELD BY THE TAIWANESE FUNDS

4.1 If you want to trade a bond or share you must pre-clear any such trade through the Taiwan SITE trading desk (extension: 8 776 1585). If you work outside Taiwan you must also obtain pre-clearance through your local pre-clearance area.

4.2 All trades must be through an Approved Broker (as set out in Section 7 of Part 1 of the Code).

4.3 Directors, Supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team) of the SITE may not buy and sell shares or bonds if any Fidelity Investments Securities Investment Trust Co. Ltd is:

(a) buying; or

(b) holding; or

(c) selling

the share or bond.

4.4 Employees other than the directors, supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team) of the SITE must follow rules set out in the Code.

5. PRE-CLEARANCE FOR SITE COMPLIANCE OFFICERS AND SITE TRADERS

5.1 If a SITE Compliance Officer wishes to trade in any reportable security, the General Manager has mandated that he or she must seek pre-clearance from the SITE trading desk (extension: 8 776 1585).

5.2 If a SITE trader wishes to trade in any reportable security he or she should seek pre-clearance from the Hong Kong Compliance Department, having first confirmed to a SITE Compliance Officer that the security in which they wish to trade is not contained within the relevant SITE fund portfolio and is not the subject of any outstanding trading instruction from any SITE fund portfolio manager.

Fidelity International Code of Ethics - 2003

6. REPORTING OBLIGATIONS OF SITE DIRECTORS, SUPERVISORS OR EMPLOYEES CLASSIFIED AS GENERAL MANAGER, ANY SITE BRANCH MANAGER, DEPARTMENT HEAD AND FUND MANAGER (INCLUDING THE TRADING TEAM)

6.1 SITE personnel classified directors, supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team) are obliged to confirm personal trading in reportable securities on a monthly basis to the SITE Compliance Officer - by the 10^th of each month for the preceding month. Where no reportable trades are undertaken during any one month no such monthly report needs to be made.

6.2 Directors and Supervisors who are not Taiwanese and who do not participate in investment decision-making, know non-public trade details in advance, provide investment advices / recommendations of any Fidelity SITE funds and hold Taiwan securities (being listed TSE or OTC securities) are exempt from certain reporting requirements provided they complete a statement for submission to the SITE Compliance Officer in a prescribed format (Form TB) and the name and passport number of their spouse and children under 20 years of age (Form TB-1). The prohibition on trading outlined in section 4 above remains. If no Taiwan securities are hold no such reporting is required, but still need to have initial reporting.

6.3 Directors, Supervisors, General Manager, any SITE branch manager, department head and fund manager (including the trading team) who are Taiwanese are subject to the following rules:

(a) They must report to the SITE Compliance Officer their trades and those of their spouse and children under 20 in Taiwan securities. The format of the required report is attached as Form TC (please complete the Chinese version). Please note that this reporting requirement is additional to any reporting requirements under the Code.

(b) They must report to the SITE Compliance Officer the name and ID number of their grandparents, parents, brothers, sisters, grandchildren and children over 20 and any changes thereto - unless any of these people are not Taiwanese or do not live in Taiwan - and do not invest in Taiwan securities.

6.4 SITE personnel classified as Investment Professionals or Senior Executives under the Code are still obliged to complete Form B under the Code quarterly no matter trades undertaken or not during the quarter.

FORM TA

Fidelity Investments Securities Investment Trust Co., Ltd.

Report of Employees of Fidelity

Securities Investment Trust Company Limited and

such Employee's related Party for Trading in their own SITE'S Funds

Report Date:______________________

TO	Fidelity Investments Securities Investment Trust Company, Ltd. (the "Company")
Subject	I, an employee or Director or Supervisor, hereby report the information regarding my or my related party's trading in a fund establish by the Company. Please take note.
Name of Fund	____________ ____________ Securities Investment Trust Fund.
Type of Transaction	(_) Subscription (Purchase) (_) Redemption (Sale)
Date	________________, _________
Number of Units	___________ (NT$___________ per unit)
Total Amount	NT$_______________
Remark
Trader	(_) An Employee (_) Employee's Spouse (_) Employee's minor child Name: Uniform Number:
Reporter	Dept.: Title: Name: (Signature)
Acceptance of Registration	(Please affix the Company's registration chop) Date: ________________, _________

Fidelity International Code of Ethics - 2003

FORM TB

DECLARATION

I, as a ? director; ? supervisor; ? representative of the juristic person director Fidelity Investments Services Limited; ? representative of the juristic person supervisor Fidelity Investments Services Limited of your company, in accordance with Paragraph 2 of Article 29 of the Rules Governing Securities Investment Trust Enterprises and the ruling letter dated the 7^th of May 2002 with reference number (91) Tai-Tsai-Cheng (4)-Tzu No. 106548 of the ROC Securities and Futures Commission, Ministry of Finance, hereby declare that I have not been involved in or made the investment decisions regarding any securities investment trust funds managed by your company. I further declare that I had no prior notice of any unpublished information regarding any investment transaction activity between your company and the aforementioned funds and I have not provided any investment advice. Therefore, I hereby provide this declaration, names and titles of affiliated persons of myself and nominees that hold shares on my behalf, and their identification numbers or corporate registration number if it is a juristic person, as an alternative to filing a report with your company regarding share trading on the stock exchange or the over-the-counter market as required by the aforementioned Rules and ruling letter, and I also declare that Paragraph 1 of Article 29 of the Rules Governing Securities Investment Trust Enterprises shall be complied with.

If anything in this declaration is false or concealed, I am willing to become subject to the internal discipline of your company or any punishment provided in relevant laws and regulations.

To the Addressee

Fidelity Investments Securities Investment Trust Company Limited

Declarer: (Signature or Chop)

Identification Number:

Corporate Registration Number:

Date:

Fidelity Code of Ethics - 2003

Fidelity Investments Securities Investment Trust Company Limited

Report Form for Share Investments by Responsible Persons, Department Heads, Managers of Branch Offices and Fund Managers

Entity filing the report - please tick the applicable box:

(_) Director (_) Supervisor (_) Representative of juristic person director Fidelity Investments Services Ltd.

(_) Representative of juristic person supervisor Fidelity Investments Services Ltd. (_) Manager (_) Department Head

(_) Manager of Branch Office (_) Fund Manager

Reporting Type - please tick the applicable box:

(_) When first assuming his/her duties (_) Trading in the previous month

Reporting Period: From / / / to / / / (YYYY/MM/DD)

Account Type		ID or corporate register number (3)	Name of share (4)	Date of trading (5)	Type of transaction - purchase/ sell (6)
Identity Type (1)	Name or title (2)
Self
Nominee that holds shares for self	*	*
Spouse
Nominee that holds shares for spouse	*	*
Children under the age of 20
Nominee that holds shares for children under the age of 20	*	*
Representative of self	*	*
Juristic person that that has a mutual controlling relationship with self	*	*
Enterprise of which self is the responsible person	*	*
Enterprise of which spouse is the responsible person	*	*
Grandparents	NA	NA
Parents	NA	NA
Siblings	NA	NA	(Not Required)
Children above the age of 20	NA	NA
Grandchildren	NA	NA

Account Type		Number of shares traded (7)	Value of shares traded - unit price (8)	Value of shares traded - total amount (9)	Net increase/ decrease in the number of shares of the previous month (10)	Number of shares held before the end of the previous month (11)	Note (12)
Identity Type (1)	Name or title (2)
Self
Nominee that holds shares for self	*
Spouse
Nominee that holds shares for spouse	*
Children under the age of 20
Nominee that holds shares for children under the age of 20	*
Representative of self	*
Juristic person that that has a mutual controlling relationship with self	*
Enterprise of which self is the responsible person	*
Enterprise of which spouse is the responsible person	*
Grandparents	NA
Parents	NA
Siblings	NA	(Not Required)
Children above the age of 20	NA
Grandchildren	NA

Please refer to the guidelines on filling in the Form

* Please fill in "NIL" if no trades or this blank is not applicable to you.

Signature or affixation of the chop of the person filing the report:____________________________

Fidelity Code of Ethics - 2003

FORM TB-1

Date of filing the report:

Contact Telephone Number:

Fidelity Code of Ethics - 2003

FORM TB-1

Guidelines on filling in the Form G

I. Information on self and affiliated persons shall be collectively reported by the entity filing the report with the securities investment trust enterprise he/she belongs to.

II. If the report is filed when one first assumes his/her duties, it is required to fill items (1) through (5) and (7) through (9) only; in particular, item (5) refers to the date of assuming duties, item (7) refers to the number of shares held, and item (8) refers to the average unit price.

III. Regarding the "identity type" that falls into the category of "other relatives by blood within the 2^nd degree of relationship of self that are foreigners who do not reside in the territory of the ROC", item (3) refers to the controlled account number stated on the application approval letter issued by the Taiwan Stock Exchange for investment in securities in the ROC pursuant to the Regulations Governing Investment in Securities by Overseas Chinese and Foreign Nationals.

Fidelity Code of Ethics - 2003

FORM TC

Fidelity Investments Securities Investment Trust Company Limited

Report Form for Share Investments by Responsible Persons, Department Heads, Managers of Branch Offices and Fund Managers

Entity filing the report - please tick the applicable box:

(_) Director (_) Supervisor (_) Representative of juristic person director Fidelity Investments Services Ltd.

(_) Representative of juristic person supervisor Fidelity Investments Services Ltd. (_)Manager (_) Department Head

(_) Manager of Branch Office (_) Fund Manager

Reporting Type - please tick the applicable box:

(_) When first assuming his/her duties (_) Trading in the previous month

Reporting Period: From / / / to / / / (YYYY/MM/DD)

Account Type		ID or corporate register number (3)	Name of share (4)	Date of trading (5)	Type of transaction - purchase/ sell (6)
Identity Type (1)	Name or title (2)
Self
Nominee that holds shares for self	*	*
Spouse
Nominee that holds shares for spouse	*	*
Children under the age of 20
Nominee that holds shares for children under the age of 20	*	*
Representative of self	*	*
Juristic person that that has a mutual controlling relationship with self	*	*
Enterprise of which self is the responsible person	*	*
Enterprise of which spouse is the responsible person	*	*
Grandparents
Parents
Siblings			(Not Required)
Children above the age of 20
Grandchildren

Account Type		Number of shares traded (7)	Value of shares traded - unit price (8)	Value of shares traded - total amount (9)	Net increase/ decrease in the number of shares of the previous month (10)	Number of shares held before the end of the previous month (11)	Note (12)
Identity Type (1)	Name or title (2)
Self
Nominee that holds shares for self	*
Spouse
Nominee that holds shares for spouse	*
Children under the age of 20
Nominee that holds shares for children under the age of 20	*
Representative of self	*
Juristic person that that has a mutual controlling relationship with self	*
Enterprise of which self is the responsible person	*
Enterprise of which spouse is the responsible person	*
Grandparents
Parents
Siblings		(Not Required)
Children above the age of 20
Grandchildren

Please refer to the guidelines on filling in the Form

* Please fill in "NIL" if no trades or this blank is not applicable to you.

Signature or affixation of the chop of the person filing the report:____________________________

Date of filing the report:

Contact Telephone Number:

Fidelity Code of Ethics - 2003

FORM TC

Guidelines on filling in the Form G

IV. Information on self and affiliated persons shall be collectively reported by the entity filing the report with the securities investment trust enterprise he/she belongs to.

V. If the report is filed when one first assumes his/her duties, it is required to fill items (1) through (5) and (7) through (9) only; in particular, item (5) refers to the date of assuming duties, item (7) refers to the number of shares held, and item (8) refers to the average unit price.

VI. Regarding the "identity type" that falls in-to the category of "other relatives by blood within the 2^nd degree of relationship of self that are foreigners who do not reside in the territory of the ROC", item (3) refers to the controlled account number stated on the application approval letter issued by the Taiwan Stock Exchange for investment in securities in the ROC pursuant to the Regulations Governing Investment in Securities by Overseas Chinese and Foreign National

Fidelity Code of Ethics - 2003

SUPPLEMENT NUMBER 2 -

Fidelity Investment Services GmbH

1. INTRODUCTION

1.1 The purpose of this supplement is to tell those caught by the rules in Germany what they have to do.

1.2 This Supplement is in addition to the Code of Ethics. If you fail to follow the rules set out in this Supplement you may be subject to disciplinary action. You must follow the Code as well as this Supplement.

2. WHO MUST FOLLOW THE SUPPLEMENT

2.1 The following people must follow this Supplement:

§ employees of Fidelity Investment Services GmbH

§ directors of Fidelity Investment Service GmbH

§ people connected to employees and directors of Fidelity Investment Services GmbH, but only when the employee or director is placing the trade on their behalf.

3. MITARBEITER LEITSÄTZE

3.1 As a result of German regulation you are required to follow the terms of a standard form Code of Conduct - the "Mitarbeiter Leitsätze".

3.2 The Code of Ethics requirements are generally complementary with the Mitarbeiter Leitsätze in respect of personal account trading and the treatment of gifts and hospitality. You are required to observe the Code of Ethics on such matters even where the Mitarbeiter Leitsätze would seem to allow you to do something different.

3.3 Please note that the Mitarbeiter Leitsätze covers some matters not in the Code of Ethics. You must follow it, but breach of those other requirements will not be regarded as a breach of the Code of Ethics. It should be noted, however, that such conduct may be subject to disciplinary action under your country's employee handbook.

Fidelity Code of Ethics - 2003

3.4 Employees' trading activities are to be considered for long-term investments only. The trading activities may only be in accordance to the economic circumstances of the employee and may only be done by using cash or existing credit facilities.

Fidelity Code of Ethics - 2003

SUPPLEMENT NUMBER 3

Fidelity Investments Japan

1. INTRODUCTION

1.1 The purpose of this supplement is to highlight the Gifts and Hospitality Policy that must be followed by all employees of Fidelity Investments Japan. This supplement provides only a part of procedures in Japan regarding Gift and Hospitality Policy in the Code of Ethics. Employees should follow the Code of Ethics for any other provisions that are not provided in this supplement.

1.2 The Supplement is in addition to the Code of Ethics. If you fail to follow the rules set out in this Supplement you may be subject to disciplinary action. You must follow the Code as well as this Supplement.

2. GIVING AND RECEIVING GIFTS

2.1 When receiving gifts, please note the following:

1. Gift Notification Form must be submitted to Compliance within 5 working days of acceptance of the gift.

2. Employees may not accept gifts that have a value in excess of JPY10,000. If a gift is received which the value is more than JPY10,000, the gift must be surrendered to Compliance as well as the form submission requirement in 1 above.

2.2 When giving gifts, please note the following

1. Gift Notification Form must be submitted to Compliance no later than 10 working days before the gift is to be given.

2. The submitted form must be signed off by Compliance.

3. Employees must attach a copy of the signed-off form to their expense report when it is submitted to Finance Department. Unless the signed-off form by Compliance is attached, Finance Department will not make any payment/reimbursement for the gift-giving expense.

4. In case the value of the gift to be given exceeds either JPY30,000 per person or in total JPY100,000 for several persons at a time, the form must be signed off by the Representative Director & President as well as Compliance.

Fidelity Code of Ethics - 2003

2.3 When receiving or giving Ochugen and Oseibo, each one need only be reported if its value exceeds JPY5,000.

Fidelity Code of Ethics - 2003

OFFERING AND RECEIVING HOSPITALITY

3.1 When receiving hospitality, please note the following:

1. Hospitality Notification Form must be submitted to Compliance within 5 working days of acceptance of the hospitality.

3.2 When offering hospitality, please note the following:

1. Hospitality Notification Form must be submitted to Compliance within 5 working days of offering of the hospitality.

2. The submitted form must be signed off by Compliance.

3. Employees must attach a copy of the signed-off form to their expense report when it is submitted to Finance Department. Unless the signed-off form by Compliance is attached, Finance Department will not make any payment/reimbursement for the hospitality-offering expense.

4. In case the value of the hospitality to be offered exceeds in total JPY100,000 at a time, the form must be signed off by the Representative Director & President as well as Compliance.

Fidelity Code of Ethics - 2003

SUPPLEMENT NUMBER 4

Fidelity Investments Securities (Taiwan) Limited ("FIST")

1. INTRODUCTION

1.1 The purpose of this supplement is to tell those caught by rules that apply to securities companies in Taiwan what they have to do.

1.2 The supplement is in addition to the Code of Ethics. If you fail to follow the rules set out in this Supplement you may be subject to disciplinary action. You must follow the Code as well as this supplement.

1.3 The Supplement only applies to transactions involving securities listed on the Taiwan Stock Exchange ("TSE") or ROC Over-The-Counter Exchange ("OTC"). Other provisions of the Code cover all other securities transactions.

2. WHO MUST FOLLOW THE SUPPLEMENT

For trades in any securities listed on the TSE or OTC the following people must follow this supplement:

• employees of Fidelity Investments Securities (Taiwan) Ltd
• directors and supervisors of Fidelity Investments Securities (Taiwan) Ltd
• husbands and wives of employees, directors and supervisors
• children under 20 of employees, directors and supervisors

3. RULES APPLICABLE TO THOSE WHO MUST FOLLOW THE SUPPLEMENT

3.1 Brokerage Account

All those persons who must follow this supplement and wish to trade in TSE or OTC securities must open a brokerage account with FIST. FIST will be regarded as Fidelity's approved broker for Taiwan securities trading. A special brokerage number will be assigned to all such accounts.

3.2 Pre-clearance Procedure

Fidelity Code of Ethics - 2003

All trades in TSE or OTC securities must be pre-cleared. Pre-clearance involves two distinct steps - in the following order:

1. Order tickets must first be signed by the department head of the person trading. In all cases sign-off must be obtained from a second individual. Please refer to the matrix below for further details.

Person wishing to trade	Sign-off required From	Back-up approval 1	Back-up approval 2
FIST employee	Own department head	FIST General Manager
FIST department head	FIST General Manager	FIST Compliance Officer
FIST General Manager	President- Asia/ Pacific	Regional Compliance Officer, HK
FIST Director/ Supervisor	President- Asia/ Pacific	Regional Compliance Officer, HK	Vice-President of FIL

2. Once the required sign off has been obtained, pre-clearance must be obtained from Compliance following the procedures as set out in Section 7 of the Code - by sending an e-mail to Asia Preclearance. The pre-clearance request must include confirmation from the sender that the required departmental head sign off (or other sign off as appropriate) has been obtained. If it does not, pre-clearance will be refused.

Please note that if no trade is undertaken on the day that a trade has been signed off by a department head and pre-cleared through Compliance, a fresh pre-clearance must be obtained if a trade is still required - i.e. including appropriate head sign off on a new order ticket.

3.3 Order Procedure

Trades that have been successfully pre-cleared must be delivered to the designated FIST staff for execution. It is expressly prohibited for any employee, director or supervisor to execute a trade that is for themselves for anyone in a situation where they have a beneficial interest. Any such incident will be regarded as a fundamental breach of the Code and sanctions may include dismissal.

3.4 Trades which are not Allowed

Please note that in addition to the general description in the Code of the types of trades that are not allowed, persons to whom the Supplement applies are expressly prohibited from:

Fidelity Code of Ethics - 2003

1. Undertaking margin trading in TSE or OTC listed securities; and

2. If they are a Manager, Supervisor or Director of FIST, from investing in any other securities business in Taiwan.

Fidelity Code of Ethics - 2003

SUPPLEMENT NUMBER 5

Fidelity Investments Advisory Company (Korea) Limited and directors, officers and qualified investment experts of Fidelity Investments Management (Hong Kong) Limited

1. INTRODUCTION

1.1 The purpose of this supplement is to tell those caught by rules that apply to Fidelity investment advisory companies in Korea or Fidelity companies with a cross border licence for Korea, what they have to do.

1.2 The supplement is in addition to the Code of Ethics. If you fail to follow the rules set out in this Supplement you may be subject to disciplinary action. You must follow the Code as well as this supplement.

1.3 The Supplement only applies to transactions involving securities listed on the Korean Stock Exchange ("KSE") or KOSDAQ Exchange ("KOSDAQ"). Other provisions of the Code cover all other securities transactions.

2. WHO MUST FOLLOW THE SUPPLEMENT

For trades in any securities listed on the KSE or KOSDAQ the following people ("Relevant persons") must follow this supplement:

• directors, officers and employees of Fidelity Investments Advisory Company (Korea) Limited
• directors, officers and those registered as qualified investment experts in Korea of Fidelity Investments Management (Hong Kong) Limited
• other people with whom a relevant person will be deemed to have a beneficial interest under the Code (for example the spouse of a Relevant Person)

3. RULES APPLICABLE TO THOSE WHO MUST FOLLOW THE SUPPLEMENT

3.1 Prohibition on trading KSE / KOSDAQ securities

Transactions in KSE or KOSDAQ listed securities are prohibited, except as stated in section 3.2 below.

Fidelity Code of Ethics - 2003

3.2 Exceptions to Prohibition on trading KSE / KOSDAQ securities

Under Article 35 of the Enforcement Decree there are a number of exceptions that permit transactions in KSE or KOSDAQ listed securities. Some of these exceptions are quite detailed. If you have any doubts or questions about your situation, please ask your Compliance contact. The exceptions are:

a) acquisition of listed securities or securities issued by a corporation registered with the KSE or KOSDAQ through succession, donation (including bequeath), exercise of mortgage right, or receipt of payment in substitute, and disposal of such securities so acquired.

b) Disposal of KSE or KOSDAQ securities acquired by a Relevant Person before they were employed by such companies.

c) Disposal of KSE or KOSDAQ stock, convertible bonds, which can be exchanged into the stock of the issuer, of a corporation acquired before the corporation concerned became a stock listed company or a corporation registered with KSE or KOSDAQ except for the disposal within one year from the acquisition by methods other than a public offer or sale.

d) Acquisition of stocks publicly offered or sold on the KSE or KOSDAQ, or disposal of such stocks.

e) Sale and purchase of KSE or KOSDAQ listed securities, upon obtaining the approval of the FSC after reporting to the FSC in accordance with the standards determined by the FSC.

f) Where a member of the Employee Stock Ownership Association acquires KSE or KOSDAQ stocks through the Employee Stock Ownership Association or disposes of stocks so acquired (Note: No such Employee Stock Ownership Association currently exists for Relevant Persons).

g) Acquisition of KSE or KOSDAQ stocks by exercising stock options, or disposal of stocks so acquired

h) Acquisition of KSE or KOSDAQ listed stocks by exercising the preemptive rights to the stocks acquired in accordance with item a) through g) above or disposal of the stocks so acquired.

i) Cancellation of contracts for futures transactions of securities - linked index or option contracts of securities before coming a Relevant Person.

Fidelity Code of Ethics - 2003

Remember, under the Code you must obtain pre-clearance before taking advantage of any of the above exceptions.

3.3 Other trades which are allowed

Sale and purchase of securities issued by a corporation neither listed nor registered with the KSE or KOSDAQ market are allowed.

Sale and purchase of securities, pertaining to securities or instruments issued by foreign corporations, or beneficial certificates are allowed.

In both cases, trading must take place in accordance with the Code of Ethics.

Fidelity Code of Ethics - 2003

SUPPLEMENT NUMBER 6

Fidelity Investissements SAS and Fidelity Gestion

1. INTRODUCTION

1.1 This supplement is in addition to the Code of Ethics. It is only applicable for France.

1.2 Failure to follow the rules set out in this Supplement may result in disciplinary actions provided by the Company's Internal Rule and sanctions provided by French Laws and Regulations.

2. WHO MUST FOLLOW THE SUPPLEMENT

2.1 The following people must follow this Supplement:

employees of Fidelity Investissements SAS

directors of Fidelity Investissements SAS

employees of Fidelity Gestion

directors of Fidelity Gestion

people connected to employees and directors of Fidelity Investissements SAS or Fidelity Gestion, but only when the employee or director is placing the trade on their behalf.

These employees must follow the Code as well as this supplement.

3. RULES APPLICABLE TO THOSE WHO MUST FOLLOW THE SUPPLEMENT

3.1 Employees of Fidelity Investissements SAS or Fidelity Gestion must comply with French Laws and Regulations and with the Company's Internal Rule. Specific sanctions are provided by the Company's Internal Rule for non-compliance with its content.

More specifically, employees of Fidelity Investissements SAS or Fidelity Gestion are submitted to article L 533-4 and L 465-1 of the Monetary and Financial Code, to the COB Regulation 90-08 concerning the use of privileged information and the COB Regulation 96-03 Code of Good Conduct and the Code of Ethics of fund management activity and segregated mandate issued by the AFG ASFFI.

Fidelity Code of Ethics - 2003

3.2 The Code of Ethics requirements are generally complementary with the rules mentioned above.

3.3 Please note that the French Rule covers some matters not in the Code of Ethics. You must follow them to be in compliance with French Laws and Regulations but breach of these other requirements will not be regarded as a breach of the Code of Ethics. It should be noted, however, that such conduct may be subject to disciplinary action under your country's employee handbook.

Fidelity Code of Ethics - 2003

SUPPLEMENT NUMBER 7

Employees involved with the management of FMR's 1940 Act Funds and other funds and accounts subject to US SEC registration.

1. INTRODUCTION

1.1 The following provisions apply to individuals who are involved with the investment management of certain funds and accounts for which one of FMR Corp.'s subsidiaries has delegated all or some part of the investment management task to us. As a result, certain SEC regulations will apply in addition to the main provisions of the Code. Your local Compliance Officer will tell you whether these additional provisions apply to you.

2. WHO MUST FOLLOW THE CODE?

2.1 In addition to the categories of individuals listed at paragraph 2.1 of the Code, the Code and this Supplement will also apply to individuals for whom you are financially responsible under a legal obligation. This would include wards of court and anyone who you are legally obliged to support financially.

2.2 Unless you have prior approval from your Compliance Officer, you must not make any investment decisions for accounts in which you have no beneficial interest, unless these are accounts that you manage on behalf of Fidelity.

3. WHICH TRADES ARE SUBJECT TO THE CODE?

3.1 Paragraph 3.2 of the Code of Ethics provides a definition of Reportable Securities. Please note that the definition of Reportable Securities for the purposes of individuals affected by this Supplement shall include any derivatives on Reportable Securities.

3.2 Paragraph 3.3 of the Code of Ethics provides a list of items that are not considered to be Reportable Securities, which includes "Shares or units in regulated open-ended investment companies, mutual funds and unit trusts (including Fidelity products)." Please note that hedge funds are not included in this definition.

3.3 Mutual Funds, for the purposes of this supplement mean only US mutual funds registered under the Investment Company Act of 1940, whether offered by Fidelity or by another product provider. These are not Reportable Securities for the purposes of this supplement. All other open-end fund products are Reportable Securities. Similarly, for the purposes of this supplement all Government securities other than US Government securities are regarded as Reportable Securities.

Fidelity Code of Ethics - 2003

3.4 Any transactions by you in Reportable Securities are subject to the provisions of the Code with the following exceptions in respect of non-US mutual fund and non-US Government securities trades:

Section 5 - Trades which need special permission - does not apply

Section 6 - Times when you are not allowed to trade - paragraphs 6.1 and 6.6 apply, but the rest of this section does not

Section 7 - How to Trade - does not apply

Section 8 - What to do after you have traded - does not apply (although please refer to the paragraph 4 reporting below).

3.5 If you have any doubt whatsoever as to whether or not a transaction you are about to commit involves reportable securities, you should contact your local Compliance Officer immediately.

4. REPORTING

4.1 When returning your Quarterly Trade Verification you must include on that form all non-US mutual fund (except as noted in 4.3 below) and non-US Government securities transactions. In addition, US regulations require that for any bonds, you also provide details of the interest rate and maturity date of any purchases. Your local Compliance Officer will prompt you for such information.

4.2 In addition to the reporting obligations the Code places upon you, an Annual Holdings Report must be completed showing your total holdings of Reportable Securities (which will include non-US mutual funds and non-US Government securities). A form for supplying this information will be forwarded to you by your local Compliance Officer at the relevant time each year.

4.3 Where your transaction in a non-US mutual fund is:

• in a Fidelity open-ended fund (e.g. Fidelity Funds, the OEICs or the Japanese domestic investment trusts); or

Fidelity Code of Ethics - 2003

• in any open-ended fund transacted through FundsNetwork^tm; or
• in an open-ended fund regulated by a European Union, Hong Kong, Japanese, Australian or equivalent regulator

There is no need to include details of these transactions or holdings on either your Quarterly Trade Verification or your Annual Holdings Report.

Fidelity Code of Ethics - 2003

Annex 2

GENERAL ADMINISTRATIVE PROCEDURES

1. Inside Information

2. Receiving and offering gifts and hospitality

3. General Responsibilities

4. Administration of the Code

5. Which forms have to be completed and when

6. Some questions and answers

Fidelity Code of Ethics - 2003

1. INSIDE INFORMATION

Summary Box

• Never buy or sell on the basis of inside information
• Follow the procedure if you do get hold of inside information
• Trading or tipping someone off is a dismissable offence.

1.1 Inside Information

Generally, this is information which is not publicly known and which, if it were, could affect the price of a security to a material extent. Knowing of a take-over or the resignation of a Chief Executive in advance would be just two examples of inside information.

1.2. Penalties

In most of the countries in which Fidelity operates, trading on the basis of inside information is an offence. In some countries it is a criminal offence with unlimited fines and imprisonment for those who are convicted. It is also against the rules of the regulators of our business and can lead to you being barred for life from the financial services industry. We have therefore designed certain procedures which are there for your and our protection.

You must not trade either for your own account, for any account in which you have a beneficial interest, or for a Fidelity fund or account if you have (or think you may have) inside information (from any source in any way). You must also not tell or encourage someone else to trade.

A summary of the law and procedure is in Appendix G.

1.3. Process

1.3.1. You should avoid receiving inside information if it is likely in any way to affect your ability to carry out your job properly.

1.3.2. As soon as you do receive inside information (or think that you may have) you must call the local Compliance contact (list in Appendix A). You must also fill in the relevant Inside Information Notification Form (Form E) straightaway and send it to the Compliance contact.

Fidelity Code of Ethics - 2003

1.3.3. You must not tell any other Fidelity employee unless you have Compliance approval. Compliance may also require that the Chief Investment Officer or Director of Research approve telling someone else.

1.3.4. For as long as you have inside information you must not trade or encourage someone else to trade in any security that would be affected by the information. This means that research analysts cannot issue research notes or traders trade in the security if they have inside information. If a trader receives inside information it could mean that the whole of Fidelity might not be able to trade in that security.

1.3.5. As soon as you become aware that the information has been made public you must advise the local Compliance department. You will then be advised if and when you can trade in the security.

Note: Trading on inside information or even encouraging someone that they trade is an offence punishable under the Code by dismissal. It may also be a criminal offence.

Fidelity Code of Ethics - 2003

2. RECEIVING AND OFFERING GIFTS AND HOSPITALITY

Summary Box

• Nothing should be conditional on receiving a gift or hospitality.
• If the donor is not present at a hospitality event it is treated as a gift.
• Annual gift limit per giver is US$100.
• Cash or cash equivalent gifts are not permitted.
• Free transport or accommodation cannot be accepted.
• All gifts of more than nominal value (e.g. small promotional items) and hospitality (other than normal business meals) must be declared on the right form.
• Any major gift-giving proposal or hospitality by Fidelity must be approved in advance by Compliance.

2.1. We actively discourage the giving and receiving of business-related gifts and hospitality. This is to avoid potential conflicts of interest or bias in trading with outside suppliers and external relationships. We believe that you should behave with complete propriety and also be seen to do so.

2.2. It must not be a condition of any business or trade that you give or receive a gift or hospitality.

2.3. You cannot accept cash or cash equivalent gifts (e.g. such as tokens or coupons for use in shops or restaurants).

2.4. Gifts of a nominal value (e.g. a promotional pen or diary) do not need to be reported. Similarly hosting or attending normal business meals does not need to be reported, although we do expect you to exercise common sense in the frequency and type of hospitality you are involved in. The policy on hospitality is directed primarily at cultural and sporting events.

2.5. You may accept a gift that relates to your job at Fidelity provided:

• The gifts from a single source do not exceed US$100 or equivalent in any one calendar year. If the regulatory limit in the country where you are based is less than US$100 or equivalent, the lower limit applies for reporting gifts.
• You complete a Gifts Notification Form (Form F) and send that to your local Compliance Department within five working days of receipt.

Fidelity Code of Ethics - 2003

2.6. You may accept hospitality that relates to your job at Fidelity provided:

• The giver of hospitality is present at the event (if not, the face value of the tickets must be treated as a gift).
• You (or Fidelity if agreed with your line manager) pay for any related transportation and accommodation costs.
• You complete a Hospitality Notification Form (Form G) and send it to your local Compliance Department within five working days of acceptance.

2.7. Should the gift (or total gifts) from a single source by itself exceed $100 you must:

• Try and return the gift (unless it would cause offence).
• Complete a Gifts Notification Form and surrender the gift to Compliance which will determine how best to deal with it (e.g. by raffling it).

2.8. Hospitality should not be excessive, and it will avoid embarrassment later if you refer any particularly generous offers to your local Compliance department before accepting an invitation.

2.9. The resale or giving of tickets to someone else as a gift is strictly forbidden.

2.10. If you have any questions as to the value of a gift or hospitality you can seek guidance from the local Compliance Department.

2.11. As with gifts, the provision of hospitality or giving of gifts can in some countries be seen as an inappropriate inducement. Any significant gift programme, hospitality arrangements or similar expenditure to be undertaken by Fidelity should therefore be approved in advance by the local Compliance department.

Fidelity Code of Ethics - 2003

3. GENERAL RESPONSIBILITIES

3.1. Outside Activities

We do not believe that you should be involved in activities outside Fidelity which could conflict with your job - either because of the nature of that activity or because of the amount of your time that it involves. This does not extend to normal hobbies and pastimes but will cover (for example):

• Involvement in an outside business activity, especially one that has a business relationship with Fidelity.
• Accepting or holding a position in a company, partnership or committee membership.
• Any activity which involves you receiving payment (such as a part-time job or consultancies).

If you do have such an outside activity you must complete Form C and send it to your local Compliance Department. You cannot do any such activity until it is approved by Compliance, and Compliance may wish to discuss the matter with your line manager before granting approval.

3.2. External Directorships

If you are an Investment Professional or Senior Executive you must get separate formal written approval from your local Compliance Department before accepting a directorship of a non-Fidelity company. Approval will be granted only if such a directorship would be in the interests of Fidelity clients. If you wish to accept a directorship you must complete Form C and forward it to your manager for review and signature. Once signed, please forward the form to your Compliance contact.

3.3 Conflicts of Interest

You must at all times try to avoid situations where your personal affairs could conflict with the interests of Fidelity or its clients. It is not possible to list all the situations which could give rise to a conflict but an example would be using the fact that someone has a business relationship with Fidelity (e.g. as a supplier of services) to obtain an unfair advantage, such as free or discounted services, unless these are part of an official discount arrangement.

Fidelity Code of Ethics - 2003

4. ADMINISTRATION OF THE CODE

4.1. To be effective the Code must be monitored and enforced diligently. This is a requirement of our regulators around the world and helps ensure fair treatment of all.

4.2. Review

The Compliance department will regularly review all transactions under the Code. We are looking for any breaches of either the spirit or the letter of the Code, and to ensure that the Code is working properly.

4.3. Penalties

In addition to any external sanctions (for example by a regulator) we reserve the right to punish breaches of the Code. Set out below are the main (but not all) penalties that we can apply.

(1) Caution

(2) Warning

(3) Surrender of trading profits

(4) Fines

(5) Suspension of trading privileges

(6) Dismissal

(7) Referral to external authorities

4.4. Enforcement and Due Process

Any penalty will follow investigation by Compliance and usually a meeting with you where you can put your side of the story. We will then advise you of the penalty which we intend to apply. You can, within thirty days of being advised, make a written submission as to why the penalty is inappropriate. Compliance will review, or arrange for an independent member of senior management to review the case. Following that review you will be told if the penalty will stay, be changed or be withdrawn. Where necessary, any disciplinary action will take place within the context of the relevant country's employee handbook.

Should you so wish you may be represented by a work colleague of your choosing.

Fidelity Code of Ethics - 2003

Please note that Fidelity reserves the right to decide whether the Code applies to a specific situation and how it should be interpreted.

Fidelity Code of Ethics - 2003

4.5. Special Approval

In certain circumstances Compliance can grant special approval for you to do a trade that would otherwise be prohibited by the Code - for example, to permit the use of a non-Approved broker. A list of circumstances in which special approvals can be obtained for exceptions to the Code appears in Appendix H.

You should discuss any special approval request first with your local Compliance contact, but any formal application must be made using Form I. Any such special requests will be subject to conditions and will be reviewed at least once a year and can be withdrawn at any time.

Even if you fall within a circumstance described in Appendix H, approval will be denied if the particular facts of the case are inconsistent with the general principles of the Code, the interest our customers or otherwise deemed to be a conflict of interest.

Despite efforts to list within this Code every permissible exception to each rule, Fidelity recognises that a unique set of facts may warrant consideration for an exemption if the facts are consistent with the general principles of the Code, the interests of our customers, and lack any real or apparent conflict of interest. In such cases that are not covered by the circumstances listed in Appendix H, upon written request to your local Compliance contact, Compliance will consult with the Ethics Committee, consisting of representatives from senior management, in considering such requests. Compliance will maintain a record of any such approvals.

If you have had a special approval request turned down or withdrawn you can, within thirty days, lodge a written appeal. Compliance will then review or, arrange for an independent member of senior management to review the case. Following that review you will be told if the special approval is granted or not.

4.6. Board Reporting

Every year the board of Fidelity International Limited receives a report on the Code. This review will be in addition to regular reviews and discussions with Senior Management. The report will include a summary of any significant breaches of the Code and the penalties which have been set.

Fidelity Code of Ethics - 2003

5. WHICH FORMS HAVE TO BE COMPLETED AND WHEN

All these forms can be found in Appendix H

Failure to return a form within the required time limit will lead automatically to suspension of trading privileges until such time as the form is received. Further sanctions may also be imposed.

5.1 Form A - Annual Code of Ethics Acknowledgement

• Must be signed by all employees
• Issued 1 January
• To be returned by 28 January
• New employees to return within seven days of joining

5.2 Form B - Quarterly Trade Verification

• Must be completed by Investment Professionals, Senior Executives and other employees specifically notified by Compliance
• Issued 1 January; 1 April; 1 July; 1 October
• To be returned within ten days of the end of the prior quarter
• Nil returns are required

5.3 Form C - Outside Activity Disclosure

Must be completed by any employee wishing to undertake outside activities (including directorships)

• Approval required before taking up the activity
• New employees to return within seven days of joining

5.4 Form D - Private Placement Approval Request

• Must be completed by any Investment Professional or Senior Executive wishing to invest in a private placement.
• Approval required before any commitment to invest is made

5.5 Form E - Inside Information Notification

Fidelity Code of Ethics - 2003

• Must be completed by any employee receiving inside information
• To be completed and filed as soon as possible

5.6 Form F - Gift Notification Form

• Must be completed by any employee receiving a gift of more than nominal value.
• To be filed within five days of receipt of the gift

Fidelity Code of Ethics - 2003

5.7 Form G - Hospitality Notification Form

• Must be completed by any employee receiving hospitality other than a normal business meal.
• To be filed within five days of acceptance of the hospitality.

5.8 Form H - IPO Permission to Invest: Manager's Statement

• Must be completed by the Manager of any employee seeking to invest in an IPO prior to subscribing.
• To be filed and waiver received prior to subscription.

5.9 Form I - Special Approval Request Form

Must be completed by any employee wishing to apply for special approval under Annex 2, section 4.5 of the Code of Ethics.

Must be completed and forwarded to your local Compliance department as soon as possible

Fidelity Code of Ethics - 2003

6. SOME QUESTIONS AND ANSWERS

Q:	Can I keep shares in my own name, or do they have to be transferred to a brokerage account?
A:	You can keep the share certificates at home. However, you will have to use an approved broker if you want to sell them.
Q:	What do I do if my partner receives shares as part of his/her remuneration?
A:	You will need to seek special approval to not pre-clear because you don't know when you'll receive them. You may also need special approval to trade as such schemes often only allow you to trade via a designated broker.
Q:	When can I trade through an outside broker?
A:	Each request to trade through a broker which is not on Fidelity's approved list must be sent to Compliance in writing using Form I. We will review the request and may grant special approval.
Q:	My partner works for a regulated company and has to comply with their own Code of Ethics. What do I do?
A:	We will ask you for permission to contact the Compliance Department of your partner's employers and review with them the extent to which your partner can comply with Fidelity's Code of Ethics.
Q:	What do you do about privatisations, initial public offerings/ flotations, and demutualisations?
A:	You are not normally allowed to apply for these shares. We may grant blanket special approvals, depending on the terms and circumstances of the issue, which will be published via the e-mail system. You shouldn't do anything until we let you know what to do in writing.
The most important thing to remember is that if you are unsure - ASK

Fidelity Code of Ethics - 2003

APPENDICES

A. Compliance Department Contact Details

B. When the Code applies to someone other than you

C. Special rules for Director of Fidelity Funds

D. List of European Economic Area countries

E. Condition for issuing special approvals for investment in IPOs

F. Approved Brokers

G. Statement of Inside Information Policy

H. Circumstances in which Special Approvals can be Obtained for Exceptions to the Code

I. The Forms:

A. Annual Code of Ethics Acknowledgement

B. Quarterly Trade Verification

C. Outside Activities Disclosure

D. Private Placement Approval Request

E. Inside Information Notification

F. Gift Notification

G. Hospitality Notification

H. IPO Permission to Invest: Manager's Statement

I. Special Approval Request Form

Fidelity Code of Ethics - 2003

APPENDIX A

COMPLIANCE DEPARTMENT CONTACT AND PRE-CLEARANCE AREA DETAILS

General Queries and Problems

UK / India	Continental Europe	Hong Kong / Australia / Korea / Taiwan	Japan	Bermuda
e-mail "UK - Code of Ethics" OR contact relevant compliance business partners (applicable to UK employees only)	Germany: Martin Peter 8 747 535 France: Veronique Jouve 8 744 3531 Rest: e-mail "UK - Code of Ethics" OR contact relevant compliance business partners	Doris Hung 8 777 2812 Patricia Tin 8 777 2816 Yumin Wu (Taiwan SICE) 8 776 4354 Vivien Tseng (Taiwan SITE) 8 776 1541 Jenny Lee (Taiwan FIST) 8 776 4358	Masako Suzuki (FIJ) 8 775 6894 Yoko Konno (FBSJ) 8 775 5118	Jennifer Rand 8 765 7351

Pre-clearance

UK / Continental Europe	Hong Kong / Australia / Korea / Taiwan	Japan	Bermuda
Online Pre-clearance: http://www.thesource.uk.fid-intl.com/filpreclear/ Investment Compliance Hotline: 8 727 4600 or e-mail "UK - Code of Ethics" (for US and Canadian stocks 5pm - 9pm: 001 441 297 7285)	e-mail "Asia Preclearance" for Hong Kong/ Australia/ Korea/ Taiwan SICE/ Taiwan FIST* *FIST employees must follow Supplement 5 before e-mailing "Asia Preclearance" e-mail Lucy Chen FOR Taiwan SITE before e-mailing "Asia Preclearance"	e-mail "Japan Preclearance" (for inquiry: 8-775-6332)	Online Pre-clearance: http://www.thesource.uk.fid-intl.com/filpreclear/ Bermuda Pre-clearance: 8 765 7285 (441 297 7285) or e-mail "US Preclearance"

Fidelity Code of Ethics - 2003

Inside Information

UK / Continental Europe / India	Hong Kong / Australia / Korea / Taiwan	Japan	Bermuda
Helen Regan 8 727 4574 Ian Jones 8 727 4509	Patricia Tin 8 777 2816 Doris Hung 8 777 2812 Samantha Miller 8 777 2862	Yoshito Hirata (FIJ) 8 775 6940 Kenji Nishiyama (FIJ) 8 775 9489 Philip Huxley (FIJ) 8 775 9485 Seigo Chikui (FBSJ) 8 775 5117	Jennifer Rand 8 765 7351

Fidelity Code of Ethics - 2003

APPENDIX B

WHEN THE CODE APPLIES TO SOMEONE OTHER THAN YOU ("BENEFICIAL INTEREST")

This is a difficult and sensitive area of the Code. Fidelity is concerned not only that you observe the requirements of the Code, but that those in whose affairs you might have a beneficial interest also observe them. It means that the financial affairs of your close family or partner in the same household can be subject to the Code. It also means that the Code applies to assets over which you have control or influence - for example advising your partner on what investments to buy or sell.

Fidelity will extend its requirements only as far as it believes is necessary to protect the interests of its customers. If you have any doubts as to whether another person is caught by the Code, talk to your local Compliance Department.

The following will usually be regarded as securities in which you have a beneficial interest:

Securities held by members of your immediate family.

Immediate family includes: husband, wife, brother, sister,

children, parents,

grandchildren and grandparents

immediate in-laws

common law family

Note: if a family member does not discuss his or her investment affairs with you and you have no financial interest in those investments, that person may not be covered by the Code. You can apply to your local Compliance Department for guidance and, if necessary, special approval.

Securities held by a Company:

• If you own shares in a family company (or indeed any other company); and
• you are a controlling shareholder; or
• you have input to the management of its investment portfolio;
• THEN that company's trading is covered by the Code.

Fidelity Code of Ethics - 2003

Securities held in a trust:

(A) If you are a beneficiary

Trading by the trust is covered by the Code only if you have a say in how the securities are invested.

(B) If you are a Trustee

Trading by the trust is covered by the Code only if any one of the beneficiaries is a member of your immediate family.

(C) If you are the Settlor (and not a Trustee)

Trading by the Trust is covered by the Code only if you can revoke the trust unilaterally or if you are involved in deciding how the securities are invested.

If someone other than you is caught by the Code, then he or she must comply with the following:

• they will have the same category as you (e.g. Access, Investment Professional etc) - see 2.4
• the Code covers any trade as if it was yours (see Section 3)
• the trades you are not allowed to do (Section 4), they are not allowed to do
• trades for which you need special permission (Section 5), they need special permission
• if you are not allowed to trade at a particular time (Section 6), neither are they
• they must also trade only through an Approved Broker - see 7.2
• they must get pre-clearance (or ask you to get pre-clearance) unless you are a Non-Access Person who does not need to pre-clear - see 7.3
• they have the same reporting obligations as you have - (Section 8)
• they should not trade when they have inside information (Section 9).
• they must follow any applicable supplement (Part 2).

They are not covered by the Gifts and Hospitality rules (Section 10), or the rules on Outside Activities and Directorships (Section 11) unless they are themselves Fidelity employees.

Fidelity Code of Ethics - 2003

EXAMPLES OF BENEFICIAL INTEREST

Example A

Peter and Mary are married. Although Mary has an independent source of income and keeps her money separate from that of her husband, Peter contributes to the maintenance of the family home. They have the same financial adviser. Since Peter and Mary's resources are clearly significantly directed towards their common property, they will be deemed to be beneficial owners of each other's securities.

Example B

Jack and Jill are separated and have filed for divorce. Neither party contributes to the support of the other. Jack has no control over the financial affairs of his wife. Neither Jack nor Jill is a beneficial owner of the other's securities.

Example C

Phil's adult son Zach lives in Phil's home. Zach is self-supporting and contributes to household expenses. Phil is a beneficial owner of Zach's securities.

Example D

David's mother Amelia lives alone and is financially independent. David has power of attorney over his mother's estate, pays all her bills and manages her investment affairs. David is also a significant heir of Amelia's estate. David is a beneficial owner of Amelia's securities.

Example E

Chris has lived together with Pat for three years. They are not married. Chris and Pat share the household expenses but they maintain separate bank accounts. Pat owns a car, and both Pat and Chris use the car. Pat also has a brokerage account and holds securities and trades through this account.

With common law relationships it is not always simple to determine whether one person has a beneficial interest in the other's assets. In this case it is likely that Chris does have a beneficial interest in Pat's brokerage account. The situation would be clearer, if Chris owned the house, and both Chris and Pat contributed to mortgage loan repayments. In this case there would almost certainly be a relationship of beneficial interest between Chris and Pat. If Chris and Pat are renting the house, and both are paying a portion of the rent, this is also a strong indication of a beneficial interest. However, if Chris and Pat are simply sharing a flat, even though they may be sharing the cost of running the house, they will probably not be regarded as having a beneficial interest in each other's assets.

Fidelity Code of Ethics - 2003

If you are in any doubt about your own situation you should refer the facts to your local Compliance Department (see Appendix A).

Fidelity Code of Ethics - 2003

APPENDIX C

SPECIAL RULES FOR DIRECTORS OF FIDELITY FUNDS AND INVESTMENT ADVISORS

Date:

Fidelity International Limited

Pembroke Hall

42 Crow Lane

P.O. Box HM 670

Hamilton HM CX

Bermuda

Attention: The Compliance Officer

Dear Sir,

Fidelity Investments Code of Ethics for 2003

I refer to Fidelity's Code of Ethics dated January 2003 (the "Code"), a copy of which I have received, and acknowledge that the Code applies to me as a Fidelity Director and that this letter forms a part of the Code.

I declare that although I am an "interested person" (as defined by the attached appendix to this letter), I have elected to receive no daily reports with respect to any Fidelity fund and have further elected to have no access to any internal Fidelity information system (e.g., BONDVIEW; OVERVIEW; INVIEW, INVEST1, GAMBIT, EOMS, etc.).

Consequently I request you to confirm that I will be designated as a Non-Access Director under the provisions of the Code, and, accordingly, that I will be exempt from the requirements set out in Sections 3 to 8 of the Code. I understand that the general provisions of the Code shall continue to apply to me. If either of the declarations made above changes at any time I shall notify you immediately.

I understand that Fidelity may need, in the best interests of the fund or company of which I am a director, to impose conditions that are consistent with the provisions of the Code upon my personal account trading. I agree to comply with such conditions that are notified to me in writing from time to time.

Please confirm your understanding of the above by signing and returning to me the enclosed copy of this letter.

Yours faithfully

By: __________________________________ Date:

Name: (Please print)

Title: Director

I confirm that you shall be designated as a Non-Access Director under Fidelity's Code of Ethics, effective fifteen days from the date of this letter.

By: ___________________

Title: Head of Bermuda Office

Fidelity Code of Ethics - 2003

Appendix

"Interested Person" means, with respect to the investment adviser(s) for any Fund(s) for which that person is a Director:

(i) any person "affiliated" with such investment adviser(s) ("affiliated person" is defined below);

(ii) any member of the immediate family of any natural person who is an affiliated person of such investment adviser(s);

(iii) any person who knowingly has any direct or indirect beneficial interest in, or is designated as trustee, executor, or guardian of any legal interest in, any security issued either by such investment adviser, or by a controlling person of such investment adviser;

(iv) any person or partner or employee of any person who at any time since the beginning of the last 2 years completed fiscal years of such investment adviser has acted as legal counsel for such investment adviser; and

(v) any natural person whom Fidelity's Compliance Officer shall have determined to be an interested person by reason of having had, at the Compliance Officers sole discretion, a material business or professional relationship with such investment adviser.

"Affiliated Person" of another person means:

(i) any person directly or indirectly owning, controlling, or holding with power to vote, 5% or more of the outstanding voting securities of such other person;

(ii) any person, 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person;

(iii) any person directly or indirectly controlling, controlled by, or under common control with, such other person; and

(iv) any officer, director, partner, co-partner or employee of such other person.

"Person" means:

A natural person, corporation, partnership, joint-stock company, trust, fund, or any organised group of people whether incorporated or not.

Fidelity Code of Ethics - 2003

APPENDIX D

List of European Economic Area Countries.

• Austria
• Belgium
• Denmark
• Finland
• France
• Germany
• Greece
• Iceland *
• Ireland
• Italy
• Liechtenstein *
• Luxembourg
• Netherlands
• Norway *
• Portugal
• Spain
• Sweden
• United Kingdom

* These countries are not members of the European Union (EU). However, the European Economic Area Agreement granted nationals of these countries the same rights to enter, live and work in the United Kingdom as EU citizens.

Fidelity Code of Ethics - 2003

APPENDIX E

CONDITIONS FOR ISSUING SPECIAL APPROVALS FOR INVESTMENT IN INITIAL PUBLIC OFFERINGS

Special Approval Situation	Backup Needed from employee
IPO- Spouse's Employer Will only be considered if (a) spouse is current employee, and (b) shares have been put aside from the general offering for employees only	Copy of the preliminary prospectus Proof of the spouse's employment1 Date of proposed IPO- we need at least two working days to process the request Name of brokerage firm through which shares will be purchased Letter from manager of employee stating that he/she is aware that their employee will be participating and that there is not conflict between the employee's participation and their position at Fidelity
IPO-Bank Conversion Will only be considered if (a) the employee or spouse banks with the issuer, and (b) depository history is greater than one year	Copy of the preliminary prospectus Proof of depository history with bank Date of proposed IPO- we need at least two working days to process the request Letter from manager stating that he/she is aware that their employee will be participating and that there is not conflict between the employee's participation and their position at Fidelity2

No pre-clearance is required. However, all employees must have obtained written special approval from Compliance before participating in the IPO.

Fidelity Code of Ethics - 2003

APPENDIX F

APPROVED BROKERS

Each of the following brokers has been approved by Fidelity's Compliance Department. You can obtain account opening forms directly from the broker. However, should you wish to open an account with Fidelity Brokerage Services Inc, these forms can be obtained from your Compliance contact.

The letter of authority sent with your application form will ensure that the broker knows that you are a Fidelity employee.This will mean that the broker, and not you, will be responsible for providing copies of trade confirmations and monthly statements to the Compliance Department.

United Kingdom

Charles Stanley	0800 028 1819
NatWest Stockbrokers Limited	0870 600 8020
Redmayne Bentley Stockbrokers	0113 200 6585
TD Waterhouse	0845 607 6001
Halifax Share Dealing Limited	0870 241 1114
Lloyds TSB Stockbrokers	0870 608 8600
Barclays Stockbrokers	0845 6099 0039
Fidelity Brokerage Services Inc.	Contact UK - Code of Ethics for details

Luxembourg

Banque de Luxembourg	General Account Inquiries: Charles Henschen:
	(00 352) 49 924 2551 or Peggy Damgé
	(00 352) 49 924 3726
	Trading Inquiries: Charles Henschen or Peggy Damgé
Fidelity Brokerage Services Inc.	Contact UK - Code of Ethics for details

Germany

Comdirect Bank AG	Contact Mrs Sabine Munster: 49 4106 704 1309
Bank 24 AG	Contact Mr Kuhlmann: 49 228 6832 7481
Account Opening Procedures:	Please contact Compliance Dept Frankfurt for application form.
Fidelity Brokerage Services Inc.	Contact UK - Code of Ethics for details

Hong Kong / Australia / Korea /Taiwan

Fidelity Brokerage Services Inc.	(U.S. security transactions only)
	Contact Hong Kong Compliance - Patricia Tin (8 777 2816)
	or Doris Hung (8 777 2812)
UBS Warburg	(Australian security transactions only)
	Contact Hong Kong Compliance - Patricia Tin (8 777 2816)
	or Doris Hung (8 777 2812)
FIST	(Taiwan security transactions only)
	Contact Taiwan Compliance (Jenny Lee)
Account Opening Procedures:	Employees in Hong Kong, Australia and Korea must first call
	Patricia Tin (8 777 2816) before opening an account.
	SICE Employees in Taiwan must contact Yumin Wu
	(8 776 4354)
	SITE Employees in Taiwan must contact Vivien Tseng (8 776 1541)
	FIST Employees in Taiwan must contact Jenny Lee (8 776 4358)

Should you wish to open a brokerage account to trade in Hong Kong or Asian securities, please contact Patricia Tin (8 777 2816) or Doris Hung (8 777 2812).

Japan

Nomura Securities
(Institutional Sales dept of	Ms. Mayumi Hara
Head office)	3-3278-1025
	Fax no: 3-3271-0947
Fidelity Brokerage Services Inc	Contact either Seigo Chikui (8 775 8923) or Yoko Konno (8 775 8926)

United States

Fidelity Brokerage Services, Inc.	1-800-544-8666 (if calling within the US)
	1-801-534-1910 collect (if outside the US)
	These are the Brokerage Account Assistance hotlines

Bermuda

First Bermuda Securities Limited	(441) 295-1330
Independent Financial Services	(441) 296-4442
Fidelity Brokerage Services, Inc.	Contact Bermuda Compliance (Jennifer Rand)
	8 765 7351

Fidelity Code of Ethics - 2003

APPENDIX G

STATEMENT OF INSIDE INFORMATION POLICY

1. INTRODUCTION

1.1 It has long been Fidelity's policy that no employee should knowingly trade in securities on the basis of non-public price-sensitive information - "insider trading".

1.2 The restrictions and procedures set out in this Statement form part of the Code of Ethics and must be followed by all Fidelity employees.

2. WHAT IS "INSIDE INFORMATION"?

2.1 Inside Information is information which is:

• specific and precise; and
• relates to a security or an issue of security; and
• is not public; and
• if it were made public could have a material effect on the price of the security.

2.2 Examples of Inside Information would be:

• take-over or merger
• restructuring
• new appointments (e.g. new Chief Executive)
• debt or credit information
• business plans or projections
• new products
• new contracts

2.3 You must be careful and understand that Inside Information on one company can also be Inside Information on another company. For example, the news that Company A has won a contract may mean that Company B has lost it.

3. WHAT IS "INSIDER TRADING"

Fidelity Code of Ethics - 2003

3.1 Insider Trading happens when a person who has Inside Information:

• trades in securities which the information affects; or
• encourages someone else to trade in such securities, or
• gives the information to someone else except as set out in this Statement.

3.2 It does not matter if you trade in a share, a bond, an option or any other form of security. If the price can be affected by Inside Information then this is still Insider Trading.

3.3 Insider Trading is a criminal offence by an individual - - not by Fidelity. It can lead to both an unlimited fine and imprisonment of up to 7 years or more in some countries. Many of our regulators also have powers to fine, suspend from duty and ban from the industry those who have been involved in Insider Trading. It will also lead to dismissal from Fidelity.

4. WHEN IS INFORMATION "PUBLIC"?

4.1 Information is only regarded as public if it:

• is published in accordance with the rules of the market on which the security is listed or quoted
• is in statutory records which are open to inspection
• can readily be obtained by those likely to trade in the security
• can be derived from information already made public

4.2. Therefore it is sensible to assume that any information you receive from a client is not public until it is published in a company announcement or press release.

4.3. If you are in any doubt, consult your local Compliance or Legal Department (see Appendix A).

5. EDUCATION AND TRAINING

5.1 Initial Review

All employees on joining will receive a copy of the Code of Ethics .. In signing and returning the Annual Code of Ethics Acknowledgement Form they confirm that they understand that they must follow the Code.

5.2 Annual Review

Fidelity Code of Ethics - 2003

All Investment Professionals attend a mandatory annual education programme on the Code of Ethics.

5.3 Other

The need for any further training or education will be reviewed regularly, and further training may be offered.

6. THE PROCEDURE TO BE FOLLOWED

6.1 When you receive Inside Information (or what you think may be Inside Information)

• DO NOT TRADE for yourself or any Fidelity fund or account
• DO NOT TELL COLLEAGUES
• CONTACT the Legal or local Compliance Department IMMEDIATELY

If you are not sure if you have Inside Information you must still treat it as Inside Information until you get clearance from the Legal or local Compliance Department.

6.2 You must straightaway complete an Inside Information Notification Form (Form E). This must be sent to your local Compliance contact in a sealed envelope marked "Highly Confidential".

6.3 If you believe that there is a good reason to advise colleagues of the inside information you must first obtain the permission of your local Chief Investment Officer or Head of Research. Traders must never be given Inside Information.

6.4 When the information has been made public you must immediately advise the local Compliance Department.

NOTE: To avoid Insider Trading we will place certain controls within Fidelity's trading system which, together with this procedure, places a Chinese Wall around the Inside Information. If Compliance is not advised immediately that information has been made public then trading could be blocked when there is no need.

6.5 All transactions in securities where someone in Fidelity has Inside Information are reviewed - both personal trades, and trades for Fidelity funds and accounts. If we suspect that Insider Trading may have taken place, a special review of transactions will be done.

Fidelity Code of Ethics - 2003

APPENDIX H

CIRCUMSTANCES IN WHICH SPECIAL APPROVALS CAN BE OBTAINED FOR EXCEPTIONS TO THE CODE

You should note that even if your circumstances fall within one of the categories described below, you must still obtain prior approval from your local Compliance contact to engage in the activity. You should review the relevant Code provisions and talk to your local Compliance contact should you have any questions. You may seek approval by submitting the Approval Request form, which can be found online at http://codeofethics.bm.fid-intl.com/codeofethics/home.htm or through your local Compliance department.

Approved Broker (Section 7.2): You may maintain a personal or beneficially owned account at, or execute a transaction in reportable securities through, a non-FIL approved broker (i.e. an "External Account") if your situation falls within one of the circumstances described below, there are no overriding concerns regarding possible conflicts of interest and you have obtained prior written approval from your local Compliance department.

The External Account contains only reportable securities that may not be transferred to a FIL approved brokerage account. For example, reportable securities acquired by means of a non-public offering may be "restricted securities" that cannot be held in a FIL approved brokerage account.

The External Account contains only non-reportable securities that may not be transferred to a FIL approved brokerage account. For example, companies that offer mutual funds may require that the mutual fund shares be held in an External Account.

The External Account is maintained solely to take advantage of products or services not provided by the approved broker and for which the approved broker does not provide a similar alternative. For example, some third-party investment advisers that provide managed-account services require the managed account to be an External Account.

The External Account is a trust account and, under the terms of the document(s) creating the trust account, the account must be an External Account.

Fidelity Code of Ethics - 2003

The External Account is created in connection with an employee stock option plan ("ESOP") or an employee stock purchase plan ("ESPP") or similar arrangement, and the ESOP or ESPP requires that the subject stock or options to be held in an External Account.

Fidelity Code of Ethics - 2003

The External Account exists solely because your spouse's (or other person in whose affairs you are deemed to have a beneficial interest) employer has a similar written prohibition on employee external accounts.

The External Account is associated with the settlement of a deceased's estate for which you have been appointed executor, the External Account is not otherwise beneficially owned by you, and your involvement with the External Account will be temporary.

The External Account is maintained to avoid penalties on tax for citizens of a country in which there is currently no FIL approved broker.

Permission to open or maintain an External Account will not be granted or may be revoked if External Account transactions are not reported as described in Section 7.2 of this Code.

Please Note: If you are an employee in a region where there is currently no FIL approved broker, please contact your local compliance department to discuss trading arrangements.

Initial Public Offerings (Appendix E): You may participate in an IPO if your situation falls within one of the circumstances described below and you have obtained prior written approval from your local Compliance department.

The IPO securities are offered to you as a result of an existing equity or bond position in the company offering the securities.

The IPO securities are offered to you as a result of your prior position as an insurance policyholder of, or depositor of, a company converting from mutual to stock form.

The IPO securities are offered to your spouse as a result of your spouse's (or other person in whose affairs you are deemed to have a beneficial interest) employment by the company offering the securities.

The IPO securities are offered to you as a result of a conversion of an organisation where you maintain a customer account. It should be noted that in order to participate in the IPO, your customer history with that organisation must be greater than one year.

Fidelity Code of Ethics - 2003

Discretionary Authorization (Section 4.13): You may exercise discretion over a non-beneficially owned account if you meet the circumstances described below and you have obtained prior written approval from your local Compliance department.

A family member is the beneficial owner of the account, you are not the beneficial owner of the account, and you and the account owner agree to comply with all of the other provisions of this Code. Additional restrictions apply if you are employed by or registered with a Fidelity registered broker-dealer.

Pre-clearance (Section 7.3): You may request an exception to the pre-clearance requirement if you meet the circumstances described below and you have obtained prior written approval from your local Compliance department.

Your spouse receives shares as part of his/her remuneration and does not know the exact date the shares will be received.

You or your spouse wishes to sell shares/options received as part of your remuneration and the request to do so must be submitted in writing.

You wish to accept or participate in an offer (resulting from of a takeover, acquisition or merger) where the acceptance or request to participate has to be submitted in writing and there is no discretion as to the timing of the purchase.

You wish to enter into a monthly savings plan in respect of a closed-end fund managed by Fidelity and you have no discretion as to when the monthly subscription amounts are used to purchase shares.

Your local Compliance contact has repeatedly rejected your pre-clearance request to engage in a sale transaction and you can demonstrate the rejection is causing significant hardship.

Pre-clearance Valid Only for the Day on Which it is Granted (Section 7.3.4): You may request an exception to this requirement if you meet the circumstances described below and you have obtained prior written approval from your local Compliance department.

You wish to purchase/sell a security that is very illiquid resulting in you being unable to execute the trade on the same day pre-clearance approval is obtained.

Fidelity Code of Ethics - 2003

The purchase or sale has to be instructed by mail and you have no prior knowledge or control over the date of when the transaction will be undertaken.

Surrender of Short-Term Trading Profits (Section 6.5): You may not be required to surrender your short-term trading profits if you fall within the circumstance described below and you have obtained prior approval from your local Compliance department.

You are harvesting a tax loss but are blocked from selling due to a personal purchase within the most recent 60-day period, there has been no significant fund trading in the target security within the most recent 60-day period and the transaction would otherwise be approved based on the normal pre-clearance procedure.

For example, if you purchased 100 shares on January 1 at $20, purchased an additional 100 shares on July 1 for $10, and want to sell 100 shares on August 1 for $15, an exemption could be considered.

Fidelity Code of Ethics - 2003

APPENDIX I

THE FORMS

A. Annual Code of Ethics Acknowledgement

B. Quarterly Trade Verification

C. Outside Activities Disclosure

D. Private Placement Approval Request

E. Inside Information Notification

F. Gift Notification

G. Hospitality Notification

H. IPO Permission to Invest: Manager's Statement

I. Special Approval Request Form

Fidelity Code of Ethics - 2003

FORM A

• Form A must be completed by ALL EMPLOYEES

New Starters must return this form to HR within seven days of joining Fidelity

Existing Employees must return this form to Compliance by 28 JANUARY annually

* BOTH pages of the Form must be completed. Forms will not be accepted by Compliance without all required information.

• Some sections only need to be completed by SENIOR EXECUTIVES and INVESTMENT PROFESSIONALS (or any other personnel specifically notified by Compliance)

Forms should be returned as follows:

UK/India	France		Germany
The Compliance Officer Ethics Compliance Group Fidelity Investments Oakhill House 130 Tonbridge Road Hildenborough Kent TN11 9DZ Mail Zone: XH2	The Compliance Officer Ethics Compliance Group Fidelity Investissements SAS Washington Plaza 29 rue de Berri Paris 75008 Mail Zone: XF		The Compliance Officer Ethics Compliance Group Fidelity Investment Services GmbH 11th Floor, Eurohaus 24-26 Lyoner Strasse D-60528 Frankfurt, Germany Mail Zone: XG
Continental Europe	Hong Kong/Australia/Korea		Taiwan
The Compliance Officer Ethics Compliance Group Fidelity Investments 3rd Floor, Kansallis House Place de L'Etoile BP 2174 L-1021, Luxembourg Mail Zone: XX	The Compliance Officer Ethics Compliance Group Fidelity Investments 17th Floor One International Finance Centre 1 Harbour View Street, Central Hong Kong Mail Zone: XHK		The Compliance Officer Ethics Compliance Group Fidelity Investments (Taiwan) Limited ("SICE") Taipei Metro, 10th Floor 207, Tun-Hwa S. Road Sec 2, Taipei 106 Taiwan Republic of China Mail Zone: XW The Compliance Officer Ethics Compliance Group Fidelity Investments Securities Investment Trust Co. Ltd ("SITE") Taipei Metro, 15th Floor 207, Tun-Hwa S. Road Sec 2, Taipei 106 Taiwan Republic of China Mail Zone: XW
Japan		Bermuda
The Compliance Officer Ethics Compliance Group Fidelity Investments Across Shinkawa Bldg, 10th Floor 1-8-8 Shinkawa Chuo-Ku, 104-0033 Tokyo, Japan Mail Zone: XJS		The Compliance Officer Ethics Compliance Group Fidelity Investments Pembroke Hall, 42 Crow Lane P O Box 670 Hamilton HM CX Bermuda Mail Zone: XB

Fidelity Code of Ethics - 2003

FORM A

ANNUAL CODE OF ETHICS ACKNOWLEDGEMENT - CODE OF ETHICS 2003

ALL EMPLOYEES - Must complete items 1 & 2 directly below

1. (Tick one box only)

* There are no brokerage accounts held in my name or in which I have a beneficial interest.

* Listed in Section A on the following page are all brokerage accounts in my name or in which I have a beneficial interest.

2. (Tick one box only)

* I have no outside interests which need to be disclosed under Annex 2 Section 3.1 of the Code.

* I have such an outside interest and attach a completed Form C. (http://docushare.fmr.com/dscgi/ds.py/Get/File26698/Appendix-H-C.doc)

SENIOR EXECUTIVES AND INVESTMENT PROFESSIONALS (AND ANY OTHER PERSONNEL SPECIFICALLY NOTIFIED BY COMPLIANCE) ONLY - Must complete items 3 & 4 directly below

3. (Tick one box only)

* I have no holdings of reportable securities.

* Listed in Section B on the following page are all Reportable Securities held by me ( or in which I have a beneficial interest) as at 31 December. For new employees the date must be within the last thirty days.

4. (Tick one box only)

* I have no external directorships.

* I have an external directorship and attach a completed Form C (link to Form C provided in item 2 above.)

DECLARATION (ALL EMPLOYEES)

• I acknowledge receipt of the above Code and understand that my personal securities transactions and my conduct are subject to it. I also understand that the Code applies to transactions in which I have a "beneficial interest". Please see Appendix B of the Code for what is a "beneficial interest".

(http://docushare.fmr.com/dscgi/ds.py/Get/File-26715/Appendix_B.doc).

• If I have been employed by Fidelity during the previous calendar year I confirm that to the best of my knowledge I have complied with the Code of Ethics during that period.
• I grant Fidelity the right to access at any time records relating to any brokerage accounts or Fidelity fund transactions in which I have a beneficial interest for the period of my employment with Fidelity.
• I acknowledge that all such account records may be reviewed by Fidelity staff authorised by the Compliance Officer.
• I acknowledge that information provided to Fidelity for the purposes of the Code will be held on and processed by computer and retained in hard copy. It may be disclosed to other Fidelity companies and this may be done electronically. Pre-clearance and other calls may be recorded. Such information will be treated as confidential.

Name (Please print in full) Signature

a

Corp ID (or start date if new employee) Office Location

Job Title Department

Date Internal Telephone Number

PLEASE COMPLETE BOTH PAGES OF THE FORM

Fidelity Code of Ethics - 2003

FORM A (cont)

ANNUAL CODE OF ETHICS ACKNOWLEDGEMENT - SUPPLEMENTARY INFORMATION

A. DETAILS OF BROKERAGE ACCOUNTS

• To be completed by ALL EMPLOYEES (all information is to be provided).
• If the account(s) disclosed are not held with a Fidelity Approved Broker, and you have not obtained the written permission from Compliance to maintain the account, you must complete and attach Form I and return to the Compliance Officer (http://docushare.fmr.com/dscgi/ds.py/Get/File-103346/Appendix_H-I.doc). The address of each Compliance department is listed on the front of Form A.

Please Note:You may not be granted approval in which case you will be asked to close the account.

Name on the Account (Please print) Name and address of brokerage firm (Please print) Account Number Account Owner's relationship to Fidelity Employee (if beneficially owned account)

B. DETAILS OF HOLDINGS

• To be completed by SENIOR EXECUTIVES and INVESTMENT PROFESSIONALS only (or any other personnel specifically notified by Compliance)
• Only REPORTABLE SECURITIES need to be disclosed. For a definition of a reportable security, please refer to section 3 of the Code (http://docushare.fmr.com/dscgi/ds.py/Get/File-26679/Section_I-3.doc).
• Shares held in scrip or certificated form must also be disclosed below.

Security Name (Please print) No of Shares Purchase Price Firm where Security is held (Please print)

NOTE: You may attach a statement from your broker if it contains a complete list of holdings.

Fidelity Code of Ethics - 2003

FORM B

QUARTERLY TRADE VERIFICATION - PART 1

For personal brokerage account activity disclosed during the period [...........................] to [................................]

Employee Name:	Employee Category
Location:

Date of Trade Broker/Dealer Name Broker A/c No. Security Description Shares/Units Price Buy/Sell

Please note that "NIL" returns are required

Name:	Signature:
Date:	Corp ID:
	Ext No:

Fidelity Code of Ethics - 2003

QUARTERLY TRADE VERIFICATION - PART 2 (COMPLETE ONLY IF NECESSARY)

Disclosure of new brokerage accounts opened during the period [...........................] to [................................]

Employee Name:		Employee Category
Location:
Broker/Dealer Name	Account Number	Account Name	Date Opened

Please note that "NIL" returns are not required. DO NOT COMPLETE AND RETURN PAGE 2 IF YOU HAVE NOT OPENED A BROKERAGE ACCOUNT DURING THE QUARTER.

Name:	Signature:
Date:	Corp ID:
	Ext No:

Fidelity Code of Ethics - 2003

FORM C

OUTSIDE ACTIVITY DISCLOSURE

We do not believe that you should participate in activities outside of your employment that conflict with your Fidelity responsibilities. We also discourage outside activities that may affect your normal work at Fidelity. If you engage in any outside activities or interests listed below, or any other activities outside of your employment with Fidelity then please complete this form and submit it to the Compliance Officer.

Involvement in clearly or potentially conflicting activities would cover such areas as:

* involvement in a business that supplies goods to Fidelity;

* the acceptance or holding of any position in a company, a partnership or membership of a committee (e.g. becoming a director, officer or trustee of an organisation or business);

* any activity which may involve remuneration being paid to you;

* any involvement in an outside business activity;

* any activity involving customers of Fidelity.

The above list is not exhaustive. If you are unsure if you need to disclose an outside interest ask Compliance.

1. Name and Nature of the Activity / Directorship:

2. Details of parties involved

3. Amount of time involved:

Evenings

Weekends

Other

4. If you are going to be paid more than US$5,000 pa (or equivalent) state how much you will receive

5. Will the activity involve:

		If ´YES&aucte; give details
Fidelity customers	Yes / No
Fidelity suppliers	Yes / No
Fidelity employees	Yes / No

6. Was the activity taken up at Fidelity's request: YES NO

Fidelity Code of Ethics - 2003

Name (print):	Signature:
Date:	Corp ID:	a
	Ext No:

--------------------------------------------------------------------------

For Fidelity use:

Approved by Manager:	Name:	Signature:	Date:
Approved by Compliance:	Name:	Signature:	Date:
Employee informed	Name:	Signature:	Date:
Copy passed to HR

Fidelity Code of Ethics - 2003

FORM D

PRIVATE PLACEMENT APPROVAL REQUEST

1.	Name of Company in which you are intending to invest?
2.	Is the investment arrangement organised as a U.S. "look		NO
	through" entity?		YES (Refer to Bermuda Compliance)
3.	Nature of investment (e.g. stocks, loan notes)
4.	Intended value of investment (in USD)
5.	If you will be trading through a broker, which broker?
6.	Does the company have publicly traded securities?		NO
			YES (provide details)
7.	Do you believe the investment would be suitable for		NO
	Fidelity funds or accounts?		YES
	WHY?
8.	How did you become aware of the placement?		Personal Contact
			Investment publication
			Internet
			Other (please specify)
9.	If you became aware via a personal contact
	what is his/her relationship to the company?
ø	if he/she is being retained by a firm in this role, which firm
	does this person or firm have a relationship with Fidelity or its clients of which you are aware?		NO		YES (provide details)
Name:		Signature:		Date:

----------------------------------------------------------------------------

Internal use only:

Approved	Denied		Department Head
		Name		Signature	Date
Approved	Denied		Compliance Dept
		Name		Signature	Date

Fidelity Code of Ethics - 2003

FORM E

(Europe)

MEMORANDUM

PRIVATE & CONFIDENTIAL

To:	Ian Jones - 8 727 4509
From:
Subject:	INSIDE INFORMATION NOTIFICATION

With reference to Fidelity's procedures concerning the regulation of insider trading, I hereby acknowledge that I have received inside information about the following company:
Company / Companies Involved:
Inside Information (briefly)*:
Date received:		Time:
How Inside Information was received (briefly):
Date information is likely to go public:
Other Fidelity personnel also present:
I acknowledge that as an insider, I am prohibited from trading in the shares of the above company on my own account or for a fund or private account, and from passing the information to anyone else without your approval.
A **	I do not consider that this information should be made available to any other Fidelity personnel
B **	I consider that this information should be made available to others.
Names(s)
Reason(s)
I therefore request approval to pass the information on to the above
Approval given by:
Date/time approval given:
Signed:			Date:

*	Please provide sufficient information to ensure that the date/time that the information becomes public may be determined
**	Please complete as appropriate

Fidelity Code of Ethics - 2003

FORM E

(Europe)

CONFIDENTIAL

Ian Jones

Compliance Department

Fidelity Investments

25 Cannon Street

London

EC4M 5TA Dated:________________

Dear Ian

Re: [ ] ("the Company")

I have received information which I believe to be price sensitive and non-public as it relates to the Company. I understand that the information provided to me may stop my trading, either individually or for an account managed by me, in the securities of the Company under relevant law^*.

In connection with the information, I have agreed with you that I will not disclose in any manner this information to any other person within Fidelity other than as specifically identified on the attached Inside Information Notification.

I may discuss the information with others outside of Fidelity only if they have the same information.

Further, I will not participate in discussions or decisions relating to the Company or any trading in the affected securities, other than with those persons outside of Fidelity in possession of the same information or otherwise in accordance with the securities laws after consultation with counsel.

I understand that any such disclosure by me may result in restrictions on trading for various accounts advised by Fidelity or its affiliates, and in possible violations of the securities laws in certain countries. In particular I understand that I cannot use or refer to the information in preparing any research note in connection either with:

(a) the Company; or

(b) any other company whose securities which could be affected by the information.

Fidelity Code of Ethics - 2003

FORM E

Page 2

I will only discuss such matters with legal counsel. I understand that I am not free to discuss the information or its receipt with the executive management of Fidelity (otherwise than as listed on the attached Inside Information Notification) unless specifically authorized by you.

Finally, I recognise that I should advise you confidentially verbally as soon as I know and immediately afterwards in writing when I consider that the "Chinese Wall" established by this letter is no longer necessary and I will make every effort so to do.

Yours sincerely

Signature

Print Name

Date: Time:

By signing you confirm that you agree to be bound by the letter.

Encl. Inside Information Notification Form

Fidelity Code of Ethics - 2003

FORM E

(Japan)

MEMORANDUM

PRIVATE & CONFIDENTIAL

To:	Kenji Nishiyama - 8 775 9489, Philip Huxley - 8 775 9485 or Seigo Chikui - 8 775 8923
From:
Subject:	INSIDE INFORMATION NOTIFICATION

With reference to Fidelity's procedures concerning the regulation of insider trading, I hereby acknowledge that I have received inside information about the following company:
Company / Companies Involved:
Inside Information (briefly)*:
Date received:		Time:
How Inside Information was received (briefly):
Date information is likely to go public:
Other Fidelity personnel also present:
I acknowledge that as an insider, I am prohibited from trading in the shares of the above company on my own account or for a fund or private account, and from passing the information to anyone else without your approval.
A **	I do not consider that this information should be made available to any other Fidelity personnel
B **	I consider that this information should be made available to others.
Names(s)
Reason(s)
I therefore request approval to pass the information on to the above
Approval given by:
Date/time approval given:
Signed:			Date:

*	Please provide sufficient information to ensure that the date/time that the information becomes public may be determined
**	Please complete as appropriate

Fidelity Code of Ethics - 2003

FORM E

(Japan)

CONFIDENTIAL

Kenji Nishiyama / Philip Huxley / Seigo Chikui

Fidelity Investments Japan Limited

Shiroyama JT Mori Bldg - 10^th Floor

3-1, Toranomon 4-chome, Minato-ku

Tokyo 105-6019

Japan Dated:________________

Dear Kenji / Philip / Seigo

Re: [ ] ("the Company")

I have received information which I believe to be price sensitive and non-public as it relates to the Company. I understand that the information provided to me may stop trading, either individually or for an account managed by me, in the securities of the Company under relevant law^*.

In connection with the information, I have agreed with you that I will not disclose in any manner this information to any other person within Fidelity other than as specifically identified on the attached Inside Information Notification.

I may discuss the information with others outside of Fidelity only if they have the same information.

Further, I will not participate in discussions or decisions relating to the Company or any trading in the affected securities, other than with those persons outside of Fidelity in possession of the same information or otherwise in accordance with the securities laws after consultation with counsel.

I understand that any such disclosure by me may result in restrictions on trading for various accounts advised by Fidelity or its affiliates, and in possible violations of the securities laws in certain countries. In particular I understand that I cannot use or refer to the information in preparing any research note in connection either with:

(a) the Company; or

(b) any other company whose securities which could be affected by the information.

Fidelity Code of Ethics - 2003

FORM E

Page 2

I will only discuss such matters with legal counsel. I understand that I am not free to discuss the information or its receipt with the executive management of Fidelity (otherwise than as listed on the attached Inside Information Notification) unless specifically authorized by you.

Finally, I recognise that I should advise you confidentially verbally as soon as I know and immediately afterwards in writing when I consider that the "Chinese Wall" established by this letter is no longer necessary and I will make every effort so to do.

Yours sincerely

Signature

Print Name

Date: Time:

By signing you confirm that you agree to be bound by the letter.

Encl. Inside Information Notification Form

Fidelity Code of Ethics - 2003

FORM E

(Hong Kong)

(Taiwan)

(Australia)

(Korea)

MEMORANDUM

PRIVATE & CONFIDENTIAL

To:	Samantha Miller - 8 777 2862
From:
Subject:	INSIDE INFORMATION NOTIFICATION

With reference to Fidelity's procedures concerning the regulation of insider trading, I hereby acknowledge that I have received inside information about the following company:
Company / Companies Involved:
Inside Information (briefly)*:
Date received:			Time:
How Inside Information was received (briefly):
Date information is likely to go public:
Other Fidelity personnel also present:
I acknowledge that as an insider, I am prohibited from trading in the shares of the above company on my own account or for a fund or private account, and from passing the information to anyone else without your approval.
A **		I do not consider that this information should be made available to any other Fidelity personnel
B **		I consider that this information should be made available to others.
Names(s)
Reason(s)
I therefore request approval to pass the information on to the above
Approval given by:
Date/time approval given:
Signed:				Date:
*	Please provide sufficient information to ensure that the date/time that the information becomes public may be determined
**	Please complete as appropriate

Fidelity Code of Ethics - 2003

FORM E

(Hong Kong)

(Taiwan)

(Australia)

(Korea)

CONFIDENTIAL

Samantha Miller

Fidelity International Limited

17^th Floor, One International Finance Centre

1 Harbour View Street

Central

Hong Kong Dated:________________

Dear Samantha

Re: [ ] ("the Company")

I have received information which I believe to be price sensitive and non-public as it relates to the Company. I understand that the information provided to me may stop my trading, either individually or for an account managed by me, in the securities of the Company under relevant law^*.

In connection with the information, I have agreed with you that I will not disclose in any manner this information to any other person within Fidelity other than as specifically identified on the attached Inside Information Notification.

I may discuss the information with others outside of Fidelity only if they have the same information.

Further, I will not participate in discussions or decisions relating to the Company or any trading in the affected securities, other than with those persons outside of Fidelity in possession of the same information or otherwise in accordance with the securities laws after consultation with counsel.

I understand that any such disclosure by me may result in restrictions on trading for various accounts advised by Fidelity or its affiliates, and in possible violations of the securities laws in certain countries. In particular I understand that I cannot use or refer to the information in preparing any research note in connection either with:

(a) the Company; or

(b) any other company whose securities which could be affected by the information.

Fidelity Code of Ethics - 2003

FORM E

Page 2

I will only discuss such matters with legal counsel. I understand that I am not free to discuss the information or its receipt with the executive management of Fidelity (otherwise than as listed on the attached Inside Information Notification) unless specifically authorized by you.

Finally, I recognise that I should advise you confidentially verbally as soon as I know and immediately afterwards in writing when I consider that the "Chinese Wall" established by this letter is no longer necessary and I will make every effort so to do.

Yours sincerely

Signature

Print Name

Date: Time:

By signing you confirm that you agree to be bound by the letter.

Encl. Inside Information Notification Form

Fidelity Code of Ethics - 2003

FORM E

(Bermuda)

MEMORANDUM

PRIVATE & CONFIDENTIAL

To:	Jennifer Rand - 8 765 7351
From:
Subject:	INSIDE INFORMATION NOTIFICATION

With reference to Fidelity's procedures concerning the regulation of insider trading, I hereby acknowledge that I have received inside information about the following company:
Company / Companies Involved:
Inside Information (briefly)*:
Date received:		Time:
How Inside Information was received (briefly):
Date information is likely to go public:
Other Fidelity personnel also present:
I acknowledge that as an insider, I am prohibited from trading in the shares of the above company on my own account or for a fund or private account, and from passing the information to anyone else without your approval.
A **	I do not consider that this information should be made available to any other Fidelity personnel
B **	I consider that this information should be made available to others.
Names(s)
Reason(s)
I therefore request approval to pass the information on to the above
Approval given by:
Date/time approval given:
Signed:			Date:

*	Please provide sufficient information to ensure that the date/time that the information becomes public may be determined
**	Please complete as appropriate

Fidelity Code of Ethics - 2003

FORM E

(Bermuda)

CONFIDENTIAL

Jennifer Rand

Fidelity International Limited

Pembroke Hall, 42 Crow Lane

Pembroke, HM19

Bermuda Dated:________________

Dear Jennifer

Re: [ ] ("the Company")

I have received information which I believe to be price sensitive and non-public as it relates to the Company. I understand that the information provided to me may stop my trading, either individually or for an account managed by me, in the securities of the Company under relevant law^*.

In connection with the information, I have agreed with you that I will not disclose in any manner this information to any other person within Fidelity other than as specifically identified on the attached Inside Information Notification.

I may discuss the information with others outside of Fidelity only if they have the same information.

Further, I will not participate in discussions or decisions relating to the Company or any trading in the affected securities, other than with those persons outside of Fidelity in possession of the same information or otherwise in accordance with the securities laws after consultation with counsel.

I understand that any such disclosure by me may result in restrictions on trading for various accounts advised by Fidelity or its affiliates, and in possible violations of the securities laws in certain countries. In particular I understand that I cannot use or refer to the information in preparing any research note in connection either with:

(a) the Company; or

(b) any other company whose securities which could be affected by the information.

Fidelity Code of Ethics - 2003

FORM E

Page 2

I will only discuss such matters with legal counsel. I understand that I am not free to discuss the information or its receipt with the executive management of Fidelity (otherwise than as listed on the attached Inside Information Notification) unless specifically authorized by you.

Finally, I recognise that I should advise you confidentially verbally as soon as I know and immediately afterwards in writing when I consider that the "Chinese Wall" established by this letter is no longer necessary and I will make every effort so to do.

Yours sincerely

Signature

Print Name

Date: Time:

By signing you confirm that you agree to be bound by the letter.

Encl. Inside Information Notification Form

Fidelity Code of Ethics - 2003

FORM F

GIFTS NOTIFICATION FORM

Employee Name Department:

Description of Gift	Estimated Value
		US Dollars or other currency

Please delete: Gift Received / Gift to be Made

Name of company and/or person providing/receiving gift

Nature of business relationship

Reason for gift

I confirm that I have read and understood Fidelity's Gifts Policy and that the above gift has been treated in accordance with that Policy.

Signature Date

Fidelity Code of Ethics - 2003

FORM G

HOSPITALITY NOTIFICATION FORM

Employee Name Department:

Description of Hospitality		Estimated Value
Date:	Location:			US Dollars or other Currency
Nature:		Will you be paying for transportation to/from the event?	YES		NO

Please delete: Hospitality Received / Hospitality Offered

Will host be attending Yes No

Name of company and/or person providing/receiving hospitality

Nature of business relationship

Reason for hospitality

I confirm that I have read and understood Fidelity's Hospitality Policy and that the above hospitality will comply with that Policy.

Signature: Date:

FORM H

Fidelity Code of Ethics - 2003

CONDITIONS FOR ISSUING SPECIAL APPROVALS FOR INVESTMENT IN INITIAL PUBLIC OFFERINGS

MANAGER'S STATEMENT

Name of IPO

Employee details

Name

Department

Corp ID

Ext. number

Manager details

Name

Department

Ext. number

Manager's Statement

I can confirm that I am aware that the above employee in participating in the above IPO and that I do not believe there to be a conflict between their participation and their position and duties at Fidelity

Signed

Date

Fidelity Code of Ethics - 2003

FORM I

SPECIAL APPROVAL REQUEST FORM

In order for Compliance to review your special approval request you MUST complete the attached Special Approval Request form. This form, along with any supporting documentation, should be returned to your local Compliance contact.

All special approval requests provide that you MUST complete Sections A, B, C, and D of the attached form. All four sections must be complete. Forms will not be accepted without all required information.

REQUIRED DOCUMENTATION

If the reason for your request is listed below, you MUST complete all of the above sections as well as include the additional information listed. All supporting documentation should be attached to the form and returned to the Code of Ethics Compliance Officer.

1. Outside Brokerage Accounts

(a) If you (or someone with a beneficial interest) wishes to open/use an outside brokerage account (i.e. an account with a broker not on the list of Approved brokers) then you must complete Sections B, C and D on the following page.

(b) If you wish to trade futures or commodities in that account then we also need a letter from your manager stating that they are aware that you wish to maintain an external account for the purpose of transacting in futures and commodities, and that there is no conflict of interest between your position at Fidelity and you maintaining an account for this purpose.

(c) If the reason for an outside brokerage account is that someone with a beneficial interest must maintain that account because of his or her employer's rules, then we need:

• A copy of the external firm's in-house trading requirement.
• A letter from the external broker dealer's Compliance Department stating that the account may not be maintained at a Fidelity Approved Broker.

The name and phone number of the external firm's compliance contact.

(d) If that account is managed on a discretionary basis we need a copy of the management agreement.

(e) If you wish to maintain an existing outside brokerage account, you must attach, to this form, copies of statements on the account since date of hire or date on which the account became beneficially owned if not already provided. While your request is pending you will ensure that regular reporting is forwarded from the broker dealer to the appropriate Compliance department.

Fidelity Code of Ethics - 2003

SPECIAL APPROVAL REQUEST FORM

A. EMPLOYEE INFORMATION

NAME:	CORP ID:
MAILZONE:	TELEPHONE NO:

B. REASON FOR THE SPECIAL APPROVAL REQUEST (provide a detailed explanation)

C. DETAILS OF BROKERAGE ACCOUNTS (add more lines if necessary)

Name on the Account (Please print) Name and Address of Brokerage Firm (Please print) Account Number

D. DETAILS OF CURRENT HOLDINGS (add more lines if necessary)

Security Name (Please print) No. of Shares Purchase Price Firm where Security is Held (Please print)

NOTE: You may attach a statement from your broker if it contains a complete list of holdings.

I certify to the best of my knowledge that the information provided is accurate and complete and I shall notify Compliance immediately if the information ceases to be accurate and complete.

Employee Signature: ______________________ Date: ________________________

YOUR REQUEST WILL NOT BE REVIEWED UNTIL ALL RELEVANT

DOCUMENTATION HAS BEEN FORWARDED TO COMPLIANCE.