SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
		Filed by the Registrant	[X]
		Filed by a Party other than the Registrant	[ ]
Check the appropriate box:
[ ]	Preliminary Proxy Statement
[ ]	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]	Definitive Proxy Statement
[ ]	Definitive Additional Materials
[ ]	Soliciting Material under Rule 14a-12
	FIDELITY CAPITAL TRUST FIDELITY FINANCIAL TRUST FIDELITY HASTINGS STREET TRUST FIDELITY MAGELLAN FUND FIDELITY MT. VERNON STREET TRUST
	(Name of Registrant as Specified In Its Charter)
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	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
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Proxy Materials

PLEASE CAST YOUR VOTE NOW!

Fidelity Capital Trust, Fidelity Financial Trust

<R>Fidelity Hastings Street Trust</R>

Fidelity Mt. Vernon Street Trust

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

I am writing to let you know that a special meeting of shareholders will be held on May 14, 2008. The purpose of the meeting is to provide you with the opportunity to vote on important proposals that affect the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposals and the materials to use when casting your vote.

Please read the enclosed materials and cast your vote on the proxy card(s). Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.

Each proposal has been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe these proposals are in the interests of shareholders. They recommend that you vote for each proposal.

The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement.

Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the internet. Simply call the toll-free number or visit the web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.

If you have any questions before you vote, please call Fidelity at 1-800-544-3198 (other than for Advisor classes) or 1-877-208-0098 (Advisor classes only). We'll be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d
Chairman and Chief Executive Officer

Important information to help you understand and vote on the proposals

Please read the full text of the proxy statement. Below is a brief overview of the proposals to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.

What am I being asked to vote on?

The Board of Trustees of the Fidelity funds, with the support of Fidelity Management & Research Co. (FMR), has decided to create a two-Board structure. In connection with this decision, you are being asked to elect a Board of Trustees to oversee the funds you own.

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

What do you mean by a two-Board structure?

<R>Historically, the Board of each Fidelity fund has consisted of the same group of individual Trustees who serve as Trustees for all other Fidelity funds. In effect, the Fidelity funds have been overseen by a single Board of Trustees. The Trustees of the Fidelity funds - with the support of FMR - have made a decision to reorganize themselves into two separate groups and thereby create two Boards. One Board will oversee Fidelity's equity and high income funds (215 funds with approximate assets of over $796 billion as of January 31, 2008), while the second Board will oversee Fidelity's investment-grade bond, money market, and asset allocation funds (159 funds with approximate assets of over $515 billion as of January 31, 2008).</R>

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

The decision was based on three specific factors:

• Fidelity's mutual fund business continues to diversify into new asset classes and product types. For example, over the past few years, Fidelity has expanded its product line of multi-asset class funds that invest in a variety of asset classes such as preferred stocks, REITs, inflation-protected securities, floating-rate securities, and commodities. In addition, lifecycle funds and other types of packaged solutions continue to grow in popularity. As greater numbers of individuals continue to save for, and transition into, retirement, the Trustees and FMR expect an increased demand for innovative products.
• As the securities marketplace has evolved, increasingly complex investment strategies are available to Fidelity's mutual funds. For example, the fixed income marketplace has significantly expanded with new types of securities including different types of futures, options, and swaps, and that trend is likely to continue.
• Given prevailing demographic and business trends, the Trustees expect that Fidelity's mutual fund business will continue to expand. In recent years, Fidelity has made efforts to position the firm as the most trusted provider of lifetime investment solutions in the U.S. At the same time, the amount of assets held by Americans over age sixty is projected to increase dramatically between now and 2012 as the Baby Boomer generation nears and enters retirement. The Trustees and FMR believe this provides a significant growth opportunity for Fidelity's business and for the mutual fund industry as a whole. Increased interest in principal preservation and income distribution is expected to drive asset growth in Fidelity's fixed income funds and asset allocation products, in particular.

What is involved in creating a two-Board structure?

Some existing Trustees and Advisory Board Members are proposed to serve on the Board overseeing the equity and high income funds, while the others are proposed to serve on the Board overseeing the fixed income and asset allocation funds. In some cases, the two Boards can be created by having an existing Trustee resign and the remaining Trustees fill the vacancy. In the majority of cases, however, the Investment Company Act of 1940 (1940 Act) requires that a shareholder meeting be held to elect Trustees.

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

The two-Board structure will be implemented at the same time for all Fidelity funds. On August 1, 2008, or, if later, immediately after the last election is held for any Fidelity fund scheduled to elect Trustees in connection with implementing the two-Board structure, the following will occur: Current Trustees will remain on the Boards to which they have been elected or appointed and resign from the Boards on which they will no longer serve. Former Advisory Board Members that have been elected or appointed as Trustees will join the Boards on which they will serve going forward. The size of the Board that will oversee the equity and high income funds will be fixed at 10 Trustees, and the size of the Board that will oversee the fixed income and asset allocation funds will be fixed at eight Trustees.

What is the affiliation of the Board and Fidelity?

Currently, there are two "interested" Trustees and nine "Independent" Trustees. Under the two-Board structure, it is expected that there initially will be 2 interested Trustees on each Board, 8 Independent Trustees on the equity and high income Board, and 6 Independent Trustees on the fixed income and asset allocation Board. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with the funds, trusts, or various other entities under common control with FMR. Interested Trustees are compensated by FMR. Independent Trustees have no affiliation with FMR and are compensated by each individual fund. Each of the new Boards is expected to have 75 percent or more Independent Trustees.

Will the Trustees that currently oversee my funds change?

Trustees on both Boards will continue to be experienced executives who will meet throughout the year to oversee the funds' activities, review contractual arrangements with companies that provide services to the funds, and review fund performance. However, certain changes in Board membership are proposed, depending on which Board a Trustee expects to join.

The current Board consists of 11 Trustees: Dennis J. Dirks, Albert R. Gamper, George H. Heilmeier, James H. Keyes, Marie L. Knowles, Ned C. Lautenbach, Cornelia M. Small, William S. Stavropoulos, and Kenneth L. Wolfe are Independent Trustees, and Edward C. Johnson 3d and James C. Curvey are interested Trustees. Arthur E. Johnson (no relation to Edward C. Johnson 3d), Alan J. Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley currently serve on the Advisory Board. At the time that the two-Board structure is implemented, the size of the equity and high income funds' Board will be fixed at 10 Trustees and the size of the fixed income and asset allocation funds' Board will be fixed at eight Trustees.

Dennis J. Dirks, Alan Lacy, Ned C. Lautenbach, Joseph Mauriello, Cornelia M. Small, William S. Stavropoulos, David M. Thomas, Michael E. Wiley, James C. Curvey, and Edward C. Johnson 3d are proposed to serve on the Board overseeing the equity and high income funds. Albert R. Gamper, George H. Heilmeier, Arthur E. Johnson, James H. Keyes, Marie L. Knowles, Kenneth L. Wolfe, James C. Curvey, and Edward C. Johnson 3d are proposed to serve on the Board overseeing the fixed income and asset allocation funds. Biographical information for each nominee for the equity and high income Board is included in the proxy statement.

The Trustees fully expect that the environment of strong governance of the funds and protection of the interests of fund shareholders will continue under the new structure.

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

Lowering the quorum requirement will facilitate holding shareholder meetings to approve important matters necessary for the conduct of the trusts' business. When not enough shareholders vote, a trust may be forced to adjourn meetings multiple times and incur the expense of additional shareholder solicitations and proxy solicitors in order to obtain the shareholder vote necessary to hold a meeting. The reduced quorum requirement is not prohibited by Massachusetts or federal law.

Although the lower quorum requirement will allow for the approval of some matters by shareholders constituting less than a majority of the outstanding shares, certain other proposals will still require a higher number of shares to be voted to meet the threshold required to approve the proposal. For example, the 1940 Act requires that certain items, such as management contracts and 12b-1 plans, be approved by a majority of a fund's outstanding voting securities. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at a shareholder meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The reduced quorum requirement will not affect such matters.

What role does the Board play generally?

The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including consideration of policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.

Are Board members paid?

Each Independent Trustee receives a fee for his or her service on the Board and participates in a deferred compensation plan. You can find the compensation table, which details fees that have been paid to the Trustees, in the proxy statement.

Has the funds' Board of Trustees approved the proposals?

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

Who is D.F. King & Co., Inc.?

D.F. King is a third party proxy vendor that Fidelity hires to call shareholders and record proxy votes. In order to hold a shareholder meeting, quorum must be reached - - which currently is a majority of the shares entitled to vote in person or by proxy at the shareholder meeting. If quorum is not attained, the meeting must adjourn to a future date. Fidelity attempts to reach shareholders via multiple mailings to remind them to cast their vote. As the meeting approaches, phone calls may be made to clients who have not yet voted their shares so that the shareholder meeting does not have to be postponed.

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

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

The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by each fund and class, as applicable, provided the expenses do not exceed any existing expense caps. Expenses exceeding an expense cap will be paid by FMR.

How many votes am I entitled to cast?

As a shareholder, you are entitled to one vote for each dollar of net asset value you own of the fund on the record date. The record date is March 17, 2008.

How do I vote my shares?

You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may vote through the internet by visiting www.proxyvote.com/proxy and following the on-line instructions. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at 1-800-544-3198 (other than for Advisor classes) or 1-877-208-0098 (Advisor classes only).

How do I sign the proxy card?

Individual Accounts: Shareholders should sign exactly as their names appear on the account registration shown on the card.

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

All Other Accounts: The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, "Ann B. Collins, Trustee."

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

MEGA4-PXL-0308
1.862059.100

<R>FIDELITY CAPITAL TRUST
FIDELITY FINANCIAL TRUST
FIDELITY HASTINGS STREET TRUST
FIDELITY MT. VERNON STREET TRUST</R>

82 Devonshire Street, Boston, Massachusetts 02109
1-800-544-3198 (other than Advisor classes)
1-877-208-0098 (Advisor classes)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of the above-named trusts (the trusts) will be held at an office of the trusts, 245 Summer Street, Boston, Massachusetts 02210 on May 14, 2008, at 9:30 a.m. Eastern Time (ET). Appendix A contains a list of the funds in the trusts (the funds).

The purpose of the Meeting is to consider and act upon the following proposals for each trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.

1. To elect a Board of Trustees.

2. To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.

The Board of Trustees has fixed the close of business on March 17, 2008 as the record date for the determination of the shareholders entitled to notice of, and to vote at, such Meeting and any adjournments thereof.

By order of the Board of Trustees,
ERIC D. ROITER Secretary

March 17, 2008

Your vote is important - please vote your shares promptly.

Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions found below or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.

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

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

3. All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example:

		REGISTRATION	VALID SIGNATURE
A.	1)	ABC Corp.	John Smith, Treasurer
	2)	ABC Corp. c/o John Smith, Treasurer	John Smith, Treasurer
B.	1)	ABC Corp. Profit Sharing Plan	Ann B. Collins, Trustee
	2)	ABC Trust	Ann B. Collins, Trustee
	3)	Ann B. Collins, Trustee u/t/d 12/28/78	Ann B. Collins, Trustee
C.	1)	Anthony B. Craft, Cust. f/b/o Anthony B. Craft, Jr. UGMA	Anthony B. Craft

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

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

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

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

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

PROXY STATEMENT

<R>SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY CAPITAL TRUST
FIDELITY FINANCIAL TRUST
FIDELITY HASTINGS STREET TRUST
FIDELITY MT. VERNON STREET TRUST</R>

TO BE HELD ON MAY 14, 2008

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of the above-named trusts (the trusts) to be used at the Special Meeting of Shareholders and at any adjournments thereof (the Meeting), to be held on May 14, 2008 at 9:30 a.m. ET at 245 Summer Street, Boston, Massachusetts 02210, an office of the trusts and Fidelity Management & Research Company (FMR), the funds' investment adviser. Appendix A contains a list of the funds in each trust (the funds).

The purpose of the Meeting is set forth in the accompanying Notice. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about March 17, 2008. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of the trusts. In addition, D.F. King & Co., Inc. may be paid on a per-call basis to solicit shareholders by telephone on behalf of the funds in the trusts. The funds also may also arrange to have votes recorded by telephone. D.F. King & Co., Inc. may be paid on a per-call basis for vote-by-phone solicitations on behalf of the funds. The approximate anticipated total cost of these services is detailed in Appendix B.

If the funds record votes by telephone or through the internet, they will use procedures designed to authenticate shareholders' identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.

The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by each fund and class, as applicable, provided the expenses do not exceed any existing expense caps. See Appendix C for current expense cap information. Expenses exceeding an expense cap will be paid by FMR.

The funds will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares. The costs are allocated among the funds based upon the number of shareholder accounts in each fund. The costs are allocated on a pro rata basis to each class of a fund based on the net assets of each class relative to the total net assets of the fund.

The principal business address of FMR, each fund's investment adviser and administrator, and FMR Co., Inc. (FMRC), sub-adviser to each fund, is 245 Summer Street, Boston, Massachusetts 02210. The principal business address of Fidelity Distributors Corporation (FDC), each fund's principal underwriter and distribution agent, is 82 Devonshire Street, Boston, Massachusetts, 02109. Fidelity Management & Research (U.K.) Inc. (FMR U.K.), located at 25 Lovat Lane, London, EC3R 8LL, England; Fidelity Research & Analysis Company (FRAC), located at 245 Summer Street, Boston, Massachusetts 02210; Fidelity Investments Japan Limited (FIJ), located at Shiroyama Trust Tower, 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan; Fidelity International Investment Advisors (FIIA), located at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda; and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), located at 25 Cannon Street, London, England EC4M5TA are also sub-advisers to the funds.

If the enclosed proxy is executed and returned, or an internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by a trust, by the execution of a later-dated proxy, by a trust's receipt of a subsequent valid internet or telephonic vote, or by attending the Meeting and voting in person.

All proxies solicited by the Board of Trustees that are properly executed and received by a fund's Secretary prior to the Meeting, and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a properly executed proxy, it will be voted FOR the matters specified on the proxy. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.)

With respect to fund shares held in Fidelity individual retirement accounts (including Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders only in accordance with such instructions. If Fidelity IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them, in the same proportion as other Fidelity IRA shareholders have voted.

If a quorum is not present at a Meeting, or if a quorum is present at a Meeting but sufficient votes to approve Proposal 2 are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to each item, unless directed to vote AGAINST an item, in which case such shares will be voted AGAINST the proposed adjournment with respect to that item. A shareholder vote may be taken on one or more of the items in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.

Shares of each fund and class, if applicable, issued and outstanding as of January 31, 2008 are indicated in Appendix D.

Substantial (5% or more) record and/or beneficial ownership of each fund and class, as applicable, on January 31, 2008, to the knowledge of each trust, is detailed in Appendix E. Other than disclosed in Appendix E, to the knowledge of each trust, no other shareholder owned of record or beneficially more than 5% of the outstanding shares of each fund and class, as applicable, on that date.

FMR has advised the trusts that certain shares are registered to FMR or an FMR affiliate. To the extent that FMR or an FMR affiliate has discretion to vote, these shares will be voted at the Meeting FOR each proposal. Otherwise, these shares will be voted in accordance with the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either (i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and, for shareholders who do not vote, in the same proportion as certain other shareholders have voted.

Shareholders of record at the close of business on March 17, 2008 will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for each dollar of net asset value held on that date.

For a free copy of a fund's annual and/or semiannual reports, contact Fidelity at 1-800-544-3198 (other than for Advisor classes) or 1-877-208-0098 (Advisor classes only), visit Fidelity's web sites at www.fidelity.com or www.advisor.fidelity.com, or write to Fidelity Distributors Corporation (FDC) at 82 Devonshire Street, Boston, Massachusetts 02109.

<R>VOTE REQUIRED: Approval of Proposal 2 requires the affirmative vote of a majority of the shares of an entire trust voted in person or by proxy at the Meeting, and a plurality of such shares is sufficient to elect trustees pursuant to Proposal 1. With respect to Proposal 2, votes to ABSTAIN and broker non-votes will have the same effect as votes cast AGAINST the Proposal. With respect to Proposal 1, votes to ABSTAIN and broker non-votes will have no effect.</R>

1. TO ELECT A BOARD OF TRUSTEES.

The purpose of this proposal is to elect a Board of Trustees in connection with creating a two-Board structure for the Fidelity family of funds. You have received this proxy statement because you own one or more Fidelity equity and/or high income funds and you are being asked to elect a Board of Trustees to oversee your funds.

<R>Fidelity's mutual fund business and the broader mutual fund marketplace continue to expand and evolve. As a result, the Trustees of the Fidelity funds, together with FMR, have been considering ways to structure the Board for each Fidelity fund in order to ensure that Fidelity's mutual fund shareholders continue to be well served by Trustees in the years ahead. Historically, the Board of each Fidelity fund has consisted of the same group of individual Trustees who serve as Trustees for all other Fidelity funds. In effect, the Fidelity funds have been overseen by a single Board of Trustees. The Trustees of the Fidelity funds - with the support of FMR - have made a decision to reorganize themselves into two separate groups and thereby create two Boards. One Board will oversee Fidelity's equity and high income funds (215 funds with approximate assets of over $796 billion as of January 31, 2008), while the second Board will oversee Fidelity's investment-grade bond, money market, and asset allocation funds (159 funds with approximate assets of over $515 billion as of January 31, 2008).</R>

In connection with creating two Boards, a slate of Trustees must be put in place to oversee each group of funds (the funds and trusts were aligned by investment discipline in June 2007). Some existing Trustees and Advisory Board members are proposed to serve on the Board overseeing the equity and high income funds, while the others are proposed to serve on the Board overseeing the fixed income and asset allocation funds. In some cases, the two Boards can be created by having one existing Trustee resign and the remaining Trustees fill the vacancy. In the majority of cases, however, the 1940 Act requires that a shareholder meeting be held to elect Trustees.

The Trustees, with the support of FMR, made the decision to create a two-Board structure in order to plan for the future, and based their decision on three specific factors. First, Fidelity's mutual fund business continues to diversify into new asset classes and product types. For example, over the past few years, Fidelity has expanded its product line of multi-asset class funds that invest in a variety of asset classes such as preferred stocks, REITs, inflation-protected securities, floating-rate securities, and commodities. In addition, lifecycle funds and other types of packaged solutions continue to grow in popularity. As greater numbers of individuals continue to save for, and transition into, retirement, the Trustees and FMR expect an increased demand for innovative products.

Second, as the securities marketplace has evolved in recent years, increasingly complex investment strategies are available to Fidelity's mutual funds. For example, the fixed income marketplace has significantly expanded with new types of securities including different types of futures, options, and swaps, and that trend is likely to continue.

Finally, given prevailing demographic and business trends, the Trustees and FMR expect that Fidelity's mutual fund business will continue to expand in the future. In recent years, Fidelity has made efforts to position the firm as the most trusted provider of lifetime investment solutions in the U.S. At the same time, the amount of assets held by Americans over age sixty is projected to increase dramatically between now and 2012 as the Baby Boomer generation nears and enters retirement. The Trustees and FMR believe this provides a significant growth opportunity for Fidelity's business and for the mutual fund industry as a whole. Increased interest in principal preservation and income distribution is expected to drive asset growth in Fidelity's fixed income funds and asset allocation products, in particular.

The two-Board structure will be implemented at the same time for all Fidelity funds. On August 1, 2008, or, if later, immediately after the last election is held for any Fidelity fund scheduled to elect Trustees in connection with implementing a two-Board structure, the following will occur: Current Trustees will remain on the Boards to which they have been elected or appointed and resign from the Boards on which they will no longer serve. Former Advisory Board members that have been elected or appointed as Trustees will join the Boards on which they will serve going forward. The size of the Board that will oversee the equity and high income funds will be fixed at 10 Trustees, and the size of the Board that will oversee the fixed income and asset allocation funds will be fixed at 8 Trustees. The Trustees fully expect that the environment of strong governance of the funds and protection of the interests of fund shareholders will continue under the new structure.

Except for Alan Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley, all nominees for the equity and high income Board are currently Trustees of the trusts and have served in that capacity continuously since originally elected or appointed. James C. Curvey was selected by the trusts' Governance and Nominating Committee (see page <Click Here>) and was appointed to the Board on May 17, 2007. Alan Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley are currently Members of the Advisory Board of the trusts. Alan Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley were selected by the trusts' Governance and Nominating Committee and were appointed as Members of the Advisory Board effective January 1, 2008 (Mr. Lacy), July 1, 2007 (Mr. Mauriello), and October 1, 2007 (Messrs. Thomas and Wiley). A third-party search firm retained by the Independent Trustees recommended Messrs. Lacy, Mauriello, Thomas, and Wiley. An executive officer of FMR recommended Mr. Curvey as a nominee.

<R>Except for James C. Curvey, each of the nominees that currently is Trustee of the trusts oversees 374 funds advised by FMR or an affiliate. Mr. Curvey oversees 369 funds advised by FMR or an affiliate. </R>

In the election of Trustees, those nominees receiving the highest number of votes cast at the Meeting, provided a quorum is present, shall be elected.

Nominees you are being asked to elect as Trustees of the equity and high income Board are as follows:

Interested Nominees*:

Correspondence intended for each Interested Nominee (that is, the nominees that are interested persons (as defined in the 1940 Act)) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

<R>Name, Age; Principal Occupation**</R>
<R>Edward C. Johnson 3d (77) </R>
	<R>Year of Election or Appointment: 1984 </R> <R>Trustee. Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.</R>
James C. Curvey (72)
	Year of Election or Appointment: 2007 Trustee. Mr. Curvey also serves as a Member of the Advisory Board (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution).

* Nominees have been determined to be "interested" by virtue of, among other things, their affiliation with the trusts or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

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

Independent Nominees:

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

Name, Age; Principal Occupation*
Dennis J. Dirks (59)
	Year of Election or Appointment: 2005 Trustee. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
<R>Alan J. Lacy (54)</R>
	<R>Year of Election or Appointment: 2008</R> <R>Member of the Advisory Board. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). Mr. Lacy also served as Vice Chairman and Chief Executive Officer of Sears Holdings Corporation and Sears, Roebuck and Co. (retail, 2005-2006; 2000-2005). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.</R>
Ned C. Lautenbach (64)
	Year of Election or Appointment: 2000 Trustee. Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). 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. Mr. Lautenbach serves as a Director of Sony Corporation and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
<R>Joseph Mauriello (63)</R>
	<R>Year of Election or Appointment: 2007</R> <R>Member of the Advisory Board. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).</R>
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Trustee. Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) 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 of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Trustee. Mr. Stavropoulos is Chairman Emeritus of the Board of Directors 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; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present) and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (a private equity investment firm). 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 and the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company, 2000-present), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
<R>Michael E. Wiley (57)</R>
	<R>Year of Election or Appointment: 2007</R> <R>Member of the Advisory Board. Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), and Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).</R>

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

As of January 31, 2008, the Trustees and nominees for election as Trustees and the officers of each fund owned, in the aggregate, less than 1% of each fund's outstanding shares.

During the period July 1, 2006 through January 31, 2008, the holders of Voting Common Stock and Series A Preferred Stock of FMR Corp. approved the mandatory conversion of each share of Series A Preferred Stock into a proportionate amount of Non-Voting Common Stock, cash, and an interest-bearing promissory note. The conversion did not change the number of shareholders and did not result in a change in proportionate ownership among the shareholders. In transactions during the period July 1, 2006 through January 31, 2008, a trust for the benefit of Edward C. Johnson 3d and members of his family sold 1,347,747 shares of FMR Corp. securities to Massachusetts Institute of Technology, Yale University, Children's Medical Center and Fidelity Non-Profit Management Foundation for the aggregate cash consideration of $279,550,000. FMR Corp. merged with and into FMR LLC on October 1, 2007.

If elected, the Trustees will hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) a Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 72^nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. In case a vacancy shall for any reason exist, the remaining Trustees will fill such vacancy by appointing another Trustee, so long as, immediately after such appointment, at least two-thirds of the Trustees have been elected by shareholders. If, at any time, less than a majority of the Trustees holding office has been elected by the shareholders, the Trustees then in office will promptly call a shareholders' meeting for the purpose of electing a Board of Trustees. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees. Advisory Board Members hold office without limit in time except that any Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees.

<R>Each trust's Board, which is currently composed of 2 Interested Trustees and 9 Independent Trustees, met 11 times during each fund's most recent fiscal year (see Appendix A for a list of the funds' fiscal year ends). Following the implementation of the two-Board structure for all Fidelity funds, it is expected that the Trustees of the equity and high income Board will initially include 2 interested and 8 Independent Trustees, and will meet at least 9 times a year at regularly scheduled meetings. For information on the current and proposed standing committees of the funds' Trustees, refer to the section entitled "Standing Committees of the Funds' Trustees" beginning on page <Click Here>.</R>

The dollar range of equity securities beneficially owned as of December 31, 2007 by each nominee in each fund and in all funds in the aggregate within the same fund family overseen or to be overseen by the nominee is included in Appendix F.

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

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

Each funds' Declaration of Trust currently provides that a majority of the shares entitled to vote shall be a quorum for the transaction of business at a shareholders' meeting. As amended, each Declaration of Trust (Article VIII, Section 3) would reduce the quorum required to one-third of the shares entitled to vote.

Lowering the quorum requirement will facilitate holding shareholder meetings to approve important matters necessary for the conduct of a trust's business, such as the election of Trustees. When not enough shareholders vote, a trust may be forced to adjourn meetings multiple times and incur the expense of additional shareholder solicitations and proxy solicitors in order to obtain the shareholder vote necessary to hold a meeting. The reduced quorum requirement is not prohibited by Massachusetts or federal law.

Although the lower quorum requirement will allow for the approval of some matters by shareholders constituting less than a majority of the outstanding shares, certain other proposals will still require a higher number of shares to be voted to meet the threshold required to approve the proposal. For example, the Investment Company Act of 1940 (1940 Act) requires that certain items, such as management contracts and 12b-1 plans, be approved by a majority of a fund's outstanding voting securities. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at a shareholder meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The reduced quorum requirement will not affect such matters.

Shareholders have the right to vote on any Declaration of Trust amendment affecting their right to vote or on any matter submitted to the shareholders by the Trustees. On May 17, 2007, the Trustees approved the proposed amendment and also authorized its submission to each trust's shareholders for their approval at this Meeting.

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

ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS

QUORUM AND REQUIRED VOTE

Section 3. Except when a higher quorum is required by any provision of this Declaration of Trust or the Bylaws, one-third [A majority] of Shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any Series or Class shall vote as a Series or Class then one-third [a majority] of the aggregate number of Shares of that Series or Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by applicable law or by any provision of this Declaration of Trust or the Bylaws, if any, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any Series or Class shall vote as a Series or Class, then a majority of the Shares of that Series or Class voted on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act by unanimous written consent. Actions taken by a Series or Class may be consented to unanimously in writing by Shareholders of that Series or Class.

Conclusion. The Board of Trustees of each trust has concluded that the proposal will benefit the trust and its shareholders. The Trustees recommend voting FOR the proposal. The amended Declaration of Trust will become effective upon shareholder approval. If the proposal is not approved by shareholders of a trust, the Declaration of Trust will remain unchanged.

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons therein designated.

ADVISORY BOARD MEMBERS AND EXECUTIVE OFFICERS OF THE FUNDS**

<R>Alan J. Lacy, Peter S. Lynch, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley, and David M. Thomas are currently Members of the Advisory Board of the trusts. The executive officers of the funds include: Walter C. Donovan, Bruce T. Herring, Brian Hogan, Robert A. Lawrence, Eric D. Roiter, John B. McGinty, Jr., R. Stephen Ganis, Joseph B. Hollis, Kenneth A. Rathgeber, Bryan A. Mehrmann, Kimberley H. Monasterio, Peter L. Lydecker, Paul M. Murphy, Kenneth B. Robins, Robert G. Byrnes, and Gary W. Ryan. Additional information about Alan J. Lacy, Joseph Mauriello, Michael E. Wiley, and David M. Thomas can be found in Proposal 1. Additional information about Messrs. Arthur E. Johnson and Lynch, and other executive officers of the funds, can be found in the following table. </R>

The executive officers and Advisory Board Members hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109. Correspondence intended for Alan J. Lacy, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley, and David M. Thomas may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation*
Arthur E. Johnson (61)
	Year of Election or Appointment: 2008 Member of the Advisory Board. Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company, 2002-present), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.
Peter S. Lynch (64)
	Year of Election or Appointment: 2003 Member of the Advisory Board. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Kimberley H. Monasterio (44)
	Year of Election or Appointment: 2007 President and Treasurer. Ms. Monasterio is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of Fidelity's Equity Funds. Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2007 Vice President of Fidelity's Small Cap, Mid Cap, Growth and Value Equity Funds. Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Robert A. Lawrence (55)
	Year of Election or Appointment: 2006 Vice President of Fidelity's High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).
Eric D. Roiter (59)
	Year of Election or Appointment: 1998 Secretary. He also serves as Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; and Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (1998-2005).
<R>John McGinty (45)</R>
	<R>Year of Election or Appointment: 2008</R> <R>Assistant Secretary. Mr. McGinty is an employee of FMR.</R> <R>Assistant Secretary. Mr. McGinty also serves as Assistant Secretary of other Fidelity funds (2008-present) and is an employee of FMR LLC (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of FDC (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.</R>
R. Stephen Ganis (41)
	Year of Election or Appointment: 2007 Anti-Money Laundering (AML) officer. Mr. Ganis also serves as AML officer of FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer. Mr. Rathgeber also serves as Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer. Mr. Mehrmann is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer. Mr. Robins is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (41)
	Year of Election or Appointment: 2005 Assistant Treasurer. Mr. Byrnes is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (54)
	Year of Election or Appointment: 2004 Assistant Treasurer. Mr. Lydecker is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer. Mr. Murphy is an employee of FMR.
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer. Mr. Ryan is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

STANDING COMMITTEES OF THE FUNDS' TRUSTEES

Correspondence intended for each Independent Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each Interested Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts, 02109. The current process for collecting and organizing shareholder communications requires that the Board of Trustees receive copies of all communications addressed to it. All communications addressed to the Board of Trustees or any individual Trustee are logged and sent to the Board or individual Trustee. The funds do not hold annual meetings and therefore do not have a policy with regard to Trustees' attendance at such meetings. However, as a matter of practice, at least one Trustee attends special meetings.

The Board of Trustees has established various committees to support the Independent Trustees in acting independently in pursuing the best interests of the Fidelity funds and their shareholders. The committees facilitate the timely and efficient consideration of all matters of importance to Independent Trustees, each fund, and fund shareholders and facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 12 standing committees. The members of each committee are Independent Trustees. In connection with implementing a two-Board structure, it is expected that the equity and high income Board will have a similar committee structure, except that the Board will not have the following two committees: Fixed-Income Contract and Fund Oversight: Fixed-Income and Asset Allocation. See Appendix H for the number of meetings each standing committee held during each fund's last fiscal year.

The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair. The committee normally meets monthly (except August), or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the Fidelity funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders, significant litigation, and the voting of proxies of portfolio companies. The committee also has oversight of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR.

The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair. The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and monitors matters of disclosure to the extent required to fulfill its statutory responsibilities. The committee also reviews actions taken by FMR's Fair Value Committee.

The Board of Trustees has established three Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair) and Mr. Dirks), the Equity II Committee (composed of Messrs. Stavropoulos (Chair) and Lautenbach), and the Fixed-Income and Asset Allocation Committee (composed Messrs. Wolfe (Chair), Gamper, and Keyes, Dr. Heilmeier and Ms. Knowles). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant Fidelity fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. The Fixed-Income and Asset Allocation Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues. The Equity I Committee has oversight of FMR's equity investment research. Each committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes, and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's deliberations. Prior to November 2007, the three Fund Oversight Committees were the Equity Committee; the Fixed-Income, International, and Special Committee; and the Select and Asset Allocation Committee.

The Board of Trustees has established two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Stavropoulos (Chair), Dirks, Lautenbach, and Ms. Small) and the Fixed-Income Contract Committee (composed of Messrs. Wolfe (Chair), Gamper, and Keyes, Dr. Heilmeier, and Ms. Knowles). Each committee will ordinarily meet as needed to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Independent Trustees in their consideration of investment advisory agreements of each fund. Each committee receives information on and makes recommendations concerning the approval of investment advisory agreements between the Fidelity funds and FMR and its affiliates and any non-FMR affiliate that serves as a sub-adviser to a Fidelity fund (collectively, "investment advisers") and the annual review of these contracts. The Fixed-Income Contract Committee is responsible for investment advisory agreements of the fixed-income funds. The Equity Contract Committee is responsible for the investment advisory agreements of all other funds. With respect to each fund under its purview, each committee: requests and receives information on the nature, extent, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance, the investment performance of the investment adviser, and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the cost of the services to be provided and the profitability and other benefits that the investment advisers and their respective affiliates derive or will derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers the extent to which economies of scale would be realized as the funds grow and whether fee levels reflect those economies of scale for the benefit of fund investors; considers methodologies for determining the extent to which the funds benefit from economies of scale and refinements to these methodologies; considers information comparing the services to be rendered and the amount to be paid under the funds' contracts with those under other investment advisory contracts entered into with FMR and its affiliates and other investment advisers, such as contracts with other registered investment companies or other types of clients; considers such other matters and information as may be necessary and appropriate to evaluate investment advisory agreements of the funds; and makes recommendations to the Board concerning the approval or renewal of investment advisory agreements. Each committee will consult with the other committees of the Board of Trustees, and in particular with the Audit Committee and the applicable Fund Oversight Committees, in carrying out its responsibilities. Each committee's responsibilities are guided by Sections 15(c) and 36(b) of the 1940 Act. While each committee consists solely of Independent Trustees, its meetings may, depending upon the subject matter, be attended by one or more senior members of FMR's management or representatives of a sub-adviser not affiliated with FMR.

The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Gamper, and Stavropoulos, and Ms. Small. The committee normally meets monthly (except August), or more frequently as called by the Chair. Regarding shareholder services, the committee considers the structure and amount of the Fidelity funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration of these fees. The committee also considers other non-investment management services rendered to the Fidelity funds by FMR and its affiliates, including pricing and bookkeeping services. Regarding brokerage, the committee monitors and recommends policies concerning the securities transactions of the Fidelity funds. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any allocation of portfolio transactions is not influenced by the sale of Fidelity fund shares. The committee also monitors brokerage and other similar relationships between the Fidelity funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution of fund shares, the committee considers issues bearing on the various distribution channels employed by the Fidelity funds, including issues regarding Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions, and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finders' fees, and other means by which intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also considers issues bearing on the preparation and use of advertisements and sales literature for the Fidelity funds, policies and procedures regarding frequent purchase of Fidelity fund shares, and selective disclosure of portfolio holdings.

The Audit Committee is composed of Ms. Knowles (Chair), Dr. Heilmeier, and Messrs. Keyes and Wolfe. All committee members must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the Securities and Exchange Commission (SEC). The committee will have at least one committee member in common with the Compliance Committee. The committee normally meets monthly (except August), or more frequently as called by the Chair. The committee meets separately at least four times a year with the Fidelity funds' Treasurer, with personnel responsible for the internal audit function of FMR LLC, and with the Fidelity funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the Fidelity funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the Fidelity funds and the funds' service providers, (ii) the financial reporting processes of the Fidelity funds, (iii) the independence, objectivity, and qualification of the auditors to the Fidelity funds, (iv) the annual audits of the Fidelity funds' financial statements, and (v) the accounting policies and disclosures of the Fidelity funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any Fidelity fund, and (ii) the provision by any outside auditor of certain non-audit services to Fidelity fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the Fidelity funds. It is responsible for approving all audit engagement fees and terms for the Fidelity funds, resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting, and has sole authority to hire and fire any auditor. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the Fidelity funds and any service providers consistent with Independent Standards Board Standard No. 1. The committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or former employees of the outside auditors. It oversees and receives reports on the Fidelity funds' service providers' internal controls and reviews the adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Fidelity funds' ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the Fidelity funds' or service providers' internal controls over financial reporting. The committee will review with counsel any legal matters that may have a material impact on the Fidelity funds' financial statements and any material reports or inquiries received from regulators or governmental agencies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the Fidelity funds' financial reporting process, will discuss with FMR, the Fidelity funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the Fidelity funds, and will review with FMR, the Fidelity funds' Treasurer, outside auditor, and internal auditor personnel of FMR LLC (to the extent relevant) the results of audits of the Fidelity funds' financial statements. The committee will review periodically the Fidelity funds' major internal controls exposures and the steps that have been taken to monitor and control such exposures.

The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair), Stavropoulos, and Wolfe. The committee meets as called by the Chair. A current copy of the Governance and Nominating Committee Charter With Respect to Nominations of Independent Trustees is available on Fidelity's website (www.fidelity.com) and is attached as Exhibit 1 to this proxy. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the Fidelity funds' or the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The committee recently retained a third-party search firm, which received a fee to compile a list of candidates based upon criteria established by the Independent Trustees. The committee may conduct or authorize investigations into or studies of matters within the committee's scope of responsibilities, and may retain, at the Fidelity funds' expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity funds, should be submitted to the Chair of the committee at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of FMR or its affiliates within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) that could create an appearance of lack of independence in respect of FMR and its affiliates; (iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) ability to attend 11 meetings per year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the Fidelity funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee.

The Board of Trustees established the Compliance Committee (composed of Ms. Small (Chair), Ms. Knowles, and Messrs. Stavropoulos and Wolfe) in May 2005. The committee normally meets quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and procedures of the Fidelity funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a Chief Compliance Officer (CCO) of the Fidelity funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters that may have a significant impact on the funds. The committee will recommend to the Board, what actions, if any, should be taken with respect to such reports.

The Proxy Voting Committee is composed of Messrs. Gamper (Chair), Dirks, and Keyes. The committee will meet as needed to review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be reviewed by the Board. The Board of Trustees established the current Proxy Voting Committee in January 2006.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The firm of PricewaterhouseCoopers LLP (PwC) or Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities"), has been selected as the independent registered public accounting firm for the funds, as indicated in Appendix A. PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No. 1 (ISB No.1), have confirmed to the Audit Committee of each trust, as applicable, that they are the independent registered public accounting firms with respect to the funds.

The independent registered public accounting firm examines annual financial statements for the funds and provides other audit-related, non-audit, and tax-related services to the funds. Representatives of PwC and Deloitte Entities are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.

Each trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firms relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

Each trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Audit Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to FMR and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

Each trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with ISB No.1, regarding their independence from the funds and their related entities.

Audit Fees. For each fund's last two fiscal years, the aggregate Audit Fees billed by PwC or Deloitte Entities for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for each fund and for all funds in the Fidelity Group of Funds are shown in Appendix I.

Audit-Related Fees. In each fund's last two fiscal years, no aggregate Audit-Related fees were billed by PwC or Deloitte Entities for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees.

In each fund's last two fiscal years, no aggregate Audit-Related Fees were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of the Fund Service Providers for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

There were no amounts that were approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of any fund. There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

Tax Fees. In each fund's last two fiscal years, the aggregate Tax Fees billed by PwC or Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in Appendix J.

In each fund's last two fiscal years, no aggregate Tax Fees were billed by PwC or Deloitte Entities, as applicable, that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

There were no amounts that were approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of any fund.

There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

All Other Fees. In each of the funds' last two fiscal years, the aggregate Other Fees billed by PwC or Deloitte Entities for all other non-audit services rendered to the funds is shown in Appendix K.

In each of the funds' last two fiscal years, the aggregate Other Fees billed by PwC or Deloitte Entities that were required to be approved by a trust's Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in Appendix L.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund. There were no amounts that were approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of any fund.

There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

For each funds last two fiscal years, the aggregate fees billed by PwC and Deloitte Entities, for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in Appendix M.

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

<R>The trust does not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Trust, 82 Devonshire Street, Boston, Massachusetts 02109. Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included. Persons named as proxies for any subsequent shareholder meeting will vote in their discretion with respect to proposals submitted on an untimely basis.</R>

NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES

<R>Please advise the trust, in care of Fidelity Investments Institutional Operations Company, Inc., 100 Salem St., Smithfield, RI, 02197, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports you wish to receive in order to supply copies to the beneficial owners of the respective shares.</R>

EXHIBIT 1

GOVERNANCE AND NOMINATING COMMITTEE CHARTER
WITH RESPECT TO NOMINATIONS OF INDEPENDENT TRUSTEES

This charter relates to the responsibilities of the Governance and Nominating Committee in connection with the nomination of Independent Trustees.

The Governance and Nominating Committee will consist solely of Independent Trustees. The Chair of the Independent Trustees will be the Chair of the Committee. If a Vice Chair of the Independent Trustees has been designated, such Vice Chair will normally serve on the Committee. The Committee will meet as called by the Chair. A quorum will include at least two Independent Trustees.

The Committee will make nominations for the appointment or election of Independent Trustees in accordance with the Independent Trustee's Statement of Policy on Criteria for Selecting Independent Trustees ("Statement of Policy") (attached as Appendix A). The selection of Independent Trustees will be committed solely to the discretion of the Independent Trustees; persons so selected will be "disinterested" in terms of both the letter and spirit of the Investment Company Act. The Committee will also make nominations for the appointment of any non-management member of any Advisory Board.

The Committee will periodically review the Statement of Policy, which may from time to time be revised by vote of a majority of Independent Trustees upon the recommendation of the Governance and Nominating Committee.

The Committee will have sole authority to retain and terminate any search firm used to identify Independent Trustee candidates, including sole authority to approve such firm's fees and other retention terms.

The Committee will consider Independent Trustee candidates recommended by Fund shareholders. Any such candidates will be considered based upon the criteria applied to candidates presented to the Committee by a search firm or other sources, as set forth in the Statement of Policy. The names of such candidates should be submitted to the Chairman of the Committee in writing at the address maintained for communications with Independent Trustees. The submission should be accompanied by appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity Funds. If the Committee retains a search firm, the Chairman will forward all such submissions to the search firm for evaluation.

APPENDIX A TO EXHIBIT 1

December 2003

STATEMENT OF POLICY ON CRITERIA
FOR SELECTING INDEPENDENT TRUSTEES

The Governance and Nominating Committee of the Board of Trustees of the Fidelity Funds has adopted this Statement of Policy to memorialize its views as to the appropriate criteria for selecting Independent Trustees of the Funds. This Statement has been prepared in connection with filling vacancies among the Independent Trustees that are expected to arise through the end of 2004.

The Governance and Nominating Committee expects that all candidates will have the following characteristics:

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

The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee.

The following characteristics are desirable, but not mandatory:

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

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

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

APPENDIX A

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

TRUSTS/Funds	FYE
FIDELITY CAPITAL TRUST
Capital Appreciation2	10/31
Disciplined Equity2	10/31
Focused Stock2	10/31
Small Cap Independence1,3	10/31
Stock Selector3	10/31
Value2	10/31
FIDELITY FINANCIAL TRUST
Convertible Securities2	11/30
Equity-Income II2	11/30
Independence2	11/30
FIDELITY HASTINGS STREET TRUST
Growth Discovery2	6/30
Fidelity Fifty2	6/30
Fidelity Fund2	6/30
<R></R>	<R></R>
Mega Cap Stock1,2	6/30
FIDELITY MT. VERNON STREET TRUST
Aggressive Growth2	11/30
Growth Company3	11/30
New Millennium Fund2	11/30

¹ Retail and Advisor classes

² PWC serves as registered public accountant

³ Deloitte Entities serves as registered public accountant

APPENDIX B

<R>Fund Name</R>	<R>Estimated aggregate cost for D.F. King & Co., Inc. to call and solicit votes</R>	<R>Estimated aggregate cost for D.F. King & Co., Inc. to receive votes over the phone</R>
<R>Aggressive Growth</R>	<R>$ 25,000</R>	<R>$ 500</R>
<R>Capital Appreciation</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Convertible Securities</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Disciplined Equity</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Equity-Income II</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Fidelity Fifty</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Fidelity Fund</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Focused Stock</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Growth Company</R>	<R>$ 25,000</R>	<R>$ 500</R>
<R>Growth Discovery</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Independence</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Mega Cap Stock1</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>New Millennium</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Small Cap Independence1</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Stock Selector</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Value</R>	<R>$ 5,000</R>	<R>$ 500</R>

¹ Retail and Advisor classes

APPENDIX C

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

Focused Stock: 1.00%

Mega Cap Stock:
Class A	Class T	Class B	Class C	Institutional	retail class
1.15%	1.40%	1.90%	1.90%	0.90%	0.90%

Small Cap Independence:
Class A	Class T	Class B	Class C	Institutional
1.30%	1.55%	2.05%	2.05%	1.05%

APPENDIX D

	<R>Number of Shares as of 1/31/08</R>
<R>FIDELITY CAPITAL TRUST</R>
<R>Capital Appreciation</R>	<R> 329,424,072</R>
<R>Disciplined Equity</R>	<R> 440,190,774</R>
<R>Focused Stock</R>	<R> 6,105,920</R>
<R>Small Cap Independence (retail class)</R>	<R> 116,046,471</R>
<R>Advisor Small Cap Independence: Class A</R>	<R> 125,871</R>
<R>Advisor Small Cap Independence: Class T</R>	<R> 24,381</R>
<R>Advisor Small Cap Independence: Class B</R>	<R> 19,625</R>
<R>Advisor Small Cap Independence: Class C</R>	<R> 24,791</R>
<R>Advisor Small Cap Independence: Institutional Class</R>	<R> 8,146</R>
<R>Value</R>	<R> 262,413,247</R>
<R>FIDELITY FINANCIAL TRUST</R>
<R>Convertible Securities</R>	<R> 106,412,957</R>
<R>Equity-Income II</R>	<R> 446,670,300</R>
<R>Independence</R>	<R> 230,231,023</R>
<R>FIDELITY HASTINGS STREET TRUST</R>
<R>Growth Discovery</R>	<R> 123,796,628</R>
<R>Fidelity Fifty </R>	<R> 72,306,674</R>
<R>Fidelity Fund</R>	<R> 197,352,175</R>
<R>Mega Cap Stock (retail class)</R>	<R> 54,693,341</R>
<R>Advisor Mega Cap Stock: Class A</R>	<R> 0*</R>
<R>Advisor Mega Cap Stock: Class T</R>	<R> 0*</R>
<R>Advisor Mega Cap Stock: Class B</R>	<R> 0*</R>
<R>Advisor Mega Cap Stock: Class C</R>	<R> 0*</R>
<R>Advisor Mega Cap Stock: Institutional Class</R>	<R> 0*</R>
<R>FIDELITY MT. VERNON STREET TRUST</R>
<R>Aggressive Growth</R>	<R> 153,866,607</R>
<R>Growth Company</R>	<R> 451,078,152</R>
<R>New Millennium</R>	<R> 77,282,526</R>

<R>^* Class A, Class T, Class B, Class C, and Institutional Class of Mega Cap Stock commenced operations on February 5, 2008.</R>

APPENDIX E

<R>Record and/or beneficial ownership as of 1/31/08:</R>
<R>Fund/Class Name</R>	<R>Owner Name</R>	<R>City</R>	<R>State</R>	<R>Ownership %</R>
<R>FIDELITY CAPITAL TRUST</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2020 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>17.11%</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2030 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>13.67%</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2010 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>9.56%</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2040 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>7.47%</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2025 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>5.93%</R>
<R>Advisor Small Cap Independence: Class A</R>	<R>Merrill Lynch</R>	<R>Jacksonville</R>	<R>FL</R>	<R>17.20%</R>
<R>Advisor Small Cap Independence: Class A</R>	<R>Ameriprise Financial Corporation</R>	<R>Minneapolis</R>	<R>MN</R>	<R>12.96%</R>
<R>Advisor Small Cap Independence: Class A</R>	<R>Ameritas</R>	<R>Lincoln</R>	<R>NE</R>	<R>6.04%</R>
<R>Advisor Small Cap Independence: Class B</R>	<R>Securities Service Network, Inc.</R>	<R>Knoxville </R>	<R>TN</R>	<R>49.55%</R>
<R>Advisor Small Cap Independence: Class B</R>	<R>Fidelity Distributors Corp</R>	<R>Boston</R>	<R>MA</R>	<R>24.83%</R>
<R>Advisor Small Cap Independence: Class B</R>	<R>Hartford Life</R>	<R>Woodbury</R>	<R>MN</R>	<R>6.98%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>LPL Financial</R>	<R>San Diego</R>	<R>CA</R>	<R>27.04%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>Fidelity Distributors Corp</R>	<R>Boston</R>	<R>MA</R>	<R>19.72%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>John Hancock</R>	<R>Boston</R>	<R>MA</R>	<R>16.95%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>Northwest Mutual</R>	<R>Milwaukee</R>	<R>WI</R>	<R>6.44%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>Jackson National</R>	<R>Santa Monica</R>	<R>CA</R>	<R>5.47%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>Fidelity Distributors Corp</R>	<R>Boston</R>	<R>MA</R>	<R>20.05%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>Mass Mutual</R>	<R>Boston</R>	<R>MA</R>	<R>15.80%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>Long Grove Trading</R>	<R>Itasca </R>	<R>IL</R>	<R>10.90%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>AIG</R>	<R>Houston</R>	<R>TX</R>	<R>5.25%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>LPL Financial </R>	<R>San Diego</R>	<R>CA</R>	<R>5.06%</R>
<R>Advisor Small Cap Independence: Institutional Class</R>	<R>Fidelity Distributors Corp</R>	<R>Boston</R>	<R>MA</R>	<R>60.07%</R>
<R>Advisor Small Cap Independence: Institutional Class</R>	<R>Equity Services, Inc.</R>	<R>Montpelier</R>	<R>VT</R>	<R>33.14%</R>
<R>Advisor Small Cap Independence: Institutional Class</R>	<R>Suntrust Bank</R>	<R>Atlanta</R>	<R>GA</R>	<R>6.78%</R>
<R>Value</R>	<R>Freedom Fund 2020 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>6.49%</R>
<R>Value</R>	<R>Freedom Fund 2030 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>5.33%</R>
<R>FIDELITY HASTINGS STREET TRUST</R>
<R>Fidelity Fund</R>	<R>ING National Trust</R>	<R>Hartford</R>	<R>CT</R>	<R>9.65%</R>
<R>Mega Cap Stock: retail class</R>	<R>Kobren Insight Management</R>	<R>Wellesley Hills</R>	<R>MA</R>	<R>15.94%</R>

APPENDIX F

<R>Interested Nominees</R>
<R>Dollar range of fund shares as of 12/31/07</R>	<R>Edward C. Johnson 3d</R>	<R>James C. Curvey</R>
<R>Aggressive Growth</R>	<R>none</R>	<R>none</R>
<R>Capital Appreciation</R>	<R>over $100,000</R>	<R>none</R>
<R>Convertible Securities</R>	<R>none</R>	<R>none</R>
<R>Disciplined Equity</R>	<R>none</R>	<R>none</R>
<R>Equity-Income II</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fifty</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fund</R>	<R>none</R>	<R>none</R>
<R>Focused Stock</R>	<R>none</R>	<R>none</R>
<R>Growth Company</R>	<R>over $100,000</R>	<R>none</R>
<R>Growth Discovery</R>	<R>none</R>	<R>none</R>
<R>Independence</R>	<R>none</R>	<R>none</R>
<R>Mega Cap Stock</R>	<R>none</R>	<R>none</R>
<R>New Millennium</R>	<R>none</R>	<R>none</R>
<R>Small Cap Independence</R>	<R>none</R>	<R>none</R>
<R>Stock Selector</R>	<R>none</R>	<R>none</R>
<R>Value</R>	<R>over $100,000</R>	<R>none</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>	<R>over $100,000</R>	<R>over $100,000</R>

<R>Independent Nominees </R>
<R>Dollar range of fund shares as of 12/31/07</R>	<R>Dennis J. Dirks</R>	<R>Alan Lacy</R>	<R>Ned C. Lautenbach</R>	<R>Joseph Mauriello</R>
<R>Aggressive Growth</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Capital Appreciation</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Convertible Securities</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Disciplined Equity</R>	<R>$1 - $10,000</R>	<R>none</R>	<R>$10,001 - $50,000</R>	<R>none</R>
<R>Equity-Income II</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fifty</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fund</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Focused Stock</R>	<R>$50,001 - $100,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Growth Company</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Growth Discovery</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Independence</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Mega Cap Stock</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>New Millennium</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Small Cap Independence</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Stock Selector</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Value</R>	<R>$10,001 - $50,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>	<R>over $100,000</R>	<R>over $100,000</R>	<R>over $100,000</R>	<R>over $100,000</R>
<R>Independent Nominees </R>
<R>Dollar range of fund shares as of 12/31/07</R>	<R>Cornelia M. Small</R>	<R>William S. Stavropoulos</R>	<R>David M. Thomas</R>	<R>Michael E. Wiley</R>
<R>Aggressive Growth</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Capital Appreciation</R>	<R>$10,001 - $50,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Convertible Securities</R>	<R>$50,001 - $100,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Disciplined Equity</R>	<R>over $100,000</R>	<R>$10,001 - $50,000</R>	<R>none</R>	<R>none</R>
<R>Equity-Income II</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fifty</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fund</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Focused Stock</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Growth Company</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Growth Discovery</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Independence</R>	<R>over $100,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Mega Cap Stock</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>New Millennium</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Small Cap Independence</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Stock Selector</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Value</R>	<R>over $100,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>	<R>over $100,000</R>	<R>over $100,000</R>	<R>over $100,000</R>	<R>over $100,000</R>

APPENDIX G

The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services, for each fund's fiscal year end (refer to Appendix A for fiscal year end information) or the calendar year ended December 31, 2007, as applicable.

<R>Compensation Table1</R>
<R>AGGREGATE COMPENSATION FROM A FUND</R>	<R>Dennis J. Dirks</R>	<R>Albert R. Gamper, Jr</R>	<R>George H. Heilmeier</R>	<R>Arthur E. Johnson2</R>	<R>James H. Keyes3</R>	<R>Marie L. Knowles</R>	<R>Alan J. Lacy2</R>
<R>Aggressive GrowthB</R>	<R>$ 982</R>	<R>$ 961</R>	<R>$ 964</R>	<R>$ 0</R>	<R>$ 956</R>	<R>$ 1,123</R>	<R>$ 0</R>
<R>Capital AppreciationC</R>	<R>$ 2,369</R>	<R>$ 2,330</R>	<R>$ 2,340</R>	<R>$ 0</R>	<R>$ 2,321</R>	<R>$ 2,739</R>	<R>$ 0</R>
<R>Convertible Securities</R>	<R>$ 635</R>	<R>$ 619</R>	<R>$ 622</R>	<R>$ 0</R>	<R>$ 617</R>	<R>$ 725</R>	<R>$ 0</R>
<R>Disciplined EquityD</R>	<R>$ 2,347</R>	<R>$ 2,306</R>	<R>$ 2,318</R>	<R>$ 0</R>	<R>$ 2,299</R>	<R>$ 2,712</R>	<R>$ 0</R>
<R>Equity-Income IIE</R>	<R>$ 2,962</R>	<R>$ 2,900</R>	<R>$ 2,909</R>	<R>$ 0</R>	<R>$ 2,884</R>	<R>$ 3,396</R>	<R>$ 0</R>
<R>Fidelity Fifty</R>	<R>$ 353</R>	<R>$ 347</R>	<R>$ 349</R>	<R>$ 0</R>	<R>$ 344</R>	<R>$ 411</R>	<R>$ 0</R>
<R>Fidelity FundF</R>	<R>$ 2,149</R>	<R>$ 2,110</R>	<R>$ 2,125</R>	<R>$ 0</R>	<R>$ 2,089</R>	<R>$ 2,465</R>	<R>$ 0</R>
<R>Focused Stock</R>	<R>$ 20</R>	<R>$ 20</R>	<R>$ 20</R>	<R>$ 0</R>	<R>$ 20</R>	<R>$ 23</R>	<R>$ 0</R>
<R>Growth CompanyG</R>	<R>$ 8,315</R>	<R>$ 8,121</R>	<R>$ 8,152</R>	<R>$ 0</R>	<R>$ 8,084</R>	<R>$ 9,490</R>	<R>$ 0</R>
<R>Growth Discovery</R>	<R>$ 120</R>	<R>$ 118</R>	<R>$ 119</R>	<R>$ 0</R>	<R>$ 117</R>	<R>$ 139</R>	<R>$ 0</R>
<R>IndependenceH</R>	<R>$ 1,275</R>	<R>$ 1,246</R>	<R>$ 1,250</R>	<R>$ 0</R>	<R>$ 1,240</R>	<R>$ 1,456</R>	<R>$ 0</R>
<R>Mega Cap Stock</R>	<R>$ 53</R>	<R>$ 52</R>	<R>$ 52</R>	<R>$ 0</R>	<R>$ 52</R>	<R>$ 61</R>	<R>$ 0</R>
<R>New Millennium</R>	<R>$ 603</R>	<R>$ 590</R>	<R>$ 592</R>	<R>$ 0</R>	<R>$ 587</R>	<R>$ 690</R>	<R>$ 0</R>
<R>Small Cap Independence</R>	<R>$ 707</R>	<R>$ 696</R>	<R>$ 698</R>	<R>$ 0</R>	<R>$ 693</R>	<R>$ 819</R>	<R>$ 0</R>
<R>Stock Selector</R>	<R>$ 224</R>	<R>$ 221</R>	<R>$ 222</R>	<R>$ 0</R>	<R>$ 220</R>	<R>$ 258</R>	<R>$ 0</R>
<R>ValueI</R>	<R>$ 5,297</R>	<R>$ 5,206</R>	<R>$ 5,234</R>	<R>$ 0</R>	<R>$ 5,192</R>	<R>$ 6,134</R>	<R>$ 0</R>
<R>TOTAL COMPENSATION FROM THE FUND COMPLEXA</R>	<R>$ 370,250</R>	<R>$ 356,750</R>	<R>$ 360,750</R>	<R>$ 0</R>	<R>$ 359,250</R>	<R>$ 422,750</R>	<R>$ 0</R>
<R>Compensation Table1</R>
<R>AGGREGATE COMPENSATION FROM A FUND</R>	<R>Ned C. Lautenbach</R>	<R>Joseph Mauriello4</R>	<R>Cornelia M. Small</R>	<R>William S. Stavropoulos</R>	<R>David M. Thomas5</R>	<R>Michael E. Wiley5</R>	<R>Kenneth L. Wolfe</R>
<R>Aggressive GrowthB</R>	<R>$ 1,319</R>	<R>$ 384</R>	<R>$ 973</R>	<R>$ 1,102</R>	<R>$ 173</R>	<R>$ 173</R>	<R>$ 978</R>
<R>Capital AppreciationC</R>	<R>$ 3,161</R>	<R>$ 739</R>	<R>$ 2,362</R>	<R>$ 2,663</R>	<R>$ 213</R>	<R>$ 213</R>	<R>$ 2,376</R>
<R>Convertible Securities</R>	<R>$ 852</R>	<R>$ 275</R>	<R>$ 628</R>	<R>$ 717</R>	<R>$ 127</R>	<R>$ 127</R>	<R>$ 632</R>
<R>Disciplined EquityD</R>	<R>$ 3,141</R>	<R>$ 796</R>	<R>$ 2,340</R>	<R>$ 2,653</R>	<R>$ 238</R>	<R>$ 238</R>	<R>$ 2,355</R>
<R>Equity-Income IIE</R>	<R>$ 3,979</R>	<R>$ 1,115</R>	<R>$ 2,938</R>	<R>$ 3,330</R>	<R>$ 492</R>	<R>$ 492</R>	<R>$ 2,951</R>
<R>Fidelity Fifty</R>	<R>$ 431</R>	<R>$ 0</R>	<R>$ 353</R>	<R>$ 377</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 348</R>
<R>Fidelity FundF</R>	<R>$ 2,565</R>	<R>$ 0</R>	<R>$ 2,148</R>	<R>$ 2,263</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 2,117</R>
<R>Focused Stock</R>	<R>$ 27</R>	<R>$ 6</R>	<R>$ 20</R>	<R>$ 23</R>	<R>$ 2</R>	<R>$ 2</R>	<R>$ 20</R>
<R>Growth CompanyG</R>	<R>$ 11,151</R>	<R>$ 3,424</R>	<R>$ 8,231</R>	<R>$ 9,338</R>	<R>$ 1,613</R>	<R>$ 1,613</R>	<R>$ 8,277</R>
<R>Growth Discovery</R>	<R>$ 145</R>	<R>$ 0</R>	<R>$ 120</R>	<R>$ 127</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 119</R>
<R>IndependenceH</R>	<R>$ 1,710</R>	<R>$ 520</R>	<R>$ 1,262</R>	<R>$ 1,434</R>	<R>$ 244</R>	<R>$ 244</R>	<R>$ 1,269</R>
<R>Mega Cap Stock</R>	<R>$ 64</R>	<R>$ 0</R>	<R>$ 53</R>	<R>$ 56</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 52</R>
<R>New Millennium</R>	<R>$ 809</R>	<R>$ 228</R>	<R>$ 598</R>	<R>$ 676</R>	<R>$ 103</R>	<R>$ 103</R>	<R>$ 601</R>
<R>Small Cap Independence</R>	<R>$ 942</R>	<R>$ 202</R>	<R>$ 705</R>	<R>$ 789</R>	<R>$ 58</R>	<R>$ 58</R>	<R>$ 708</R>
<R>Stock Selector</R>	<R>$ 298</R>	<R>$ 69</R>	<R>$ 224</R>	<R>$ 251</R>	<R>$ 20</R>	<R>$ 20</R>	<R>$ 225</R>
<R>ValueI</R>	<R>$ 7,093</R>	<R>$ 1,759</R>	<R>$ 5,283</R>	<R>$ 5,993</R>	<R>$ 504</R>	<R>$ 504</R>	<R>$ 5,315</R>
<R>TOTAL COMPENSATION FROM THE FUND COMPLEXA</R>	<R>$ 494,750</R>	<R>$ 179,250</R>	<R>$ 365,750</R>	<R>$ 418,500</R>	<R>$ 97,500</R>	<R>$ 97,500</R>	<R>$ 366,250</R>

<R>¹ Edward C. Johnson 3d, James C. Curvey, and Peter S. Lynch are interested persons and are compensated by FMR. </R>

<R>² Effective January 1, 2008, Mr. Arthur Johnson and Mr. Lacy serve as Members of the Advisory Board.</R>

<R>³ During the period from March 1, 2006 through December 31, 2006, Mr. Keyes served as a Member of the Advisory Board. Effective January 1, 2007, Mr. Keyes serves as a Member of the Board of Trustees. </R>

<R>⁴ Effective July 1, 2007, Mr. Mauriello serves as a Member of the Advisory Board. </R>

<R>⁵ Effective October 1, 2007, Messrs. Thomas and Wiley serve as Members of the Advisory Board.</R>

<R>^A Reflects compensation received for the calendar year ended December 31, 2007 for 373 funds of 58 trusts (including Fidelity Central Investment Portfolios LLC and Fidelity Central Investment Portfolios II LLC). Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 2007, the Trustees accrued required deferred compensation from the funds as follows: Dennis J. Dirks, $158,875; Albert R. Gamper, Jr., $155,125; George H. Heilmeier, $155,125; James H. Keyes, $155,125; Marie L. Knowles, $170,125; Ned C. Lautenbach, $205,125; Cornelia M. Small, $155,125; William S. Stavropoulos, $161,375; and Kenneth L. Wolfe, $155,125. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Ned C. Lautenbach, $37,576.</R>

<R>^B Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $693; Albert R. Gamper, Jr., $682; George H. Heilmeier, $682; James H. Keyes, $624; Marie L. Knowles, $749; Ned C. Lautenbach, $906; Cornelia M. Small, $682; William S. Stavropoulos, $701; and Kenneth L. Wolfe, $682. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $173.</R>

<R>^C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,658; Albert R. Gamper, Jr., $1,644; George H. Heilmeier, $1,644; James H. Keyes, $1,380; Marie L. Knowles, $1,808; Ned C. Lautenbach, $2,146; Cornelia M. Small, $1,644;William S. Stavropoulos, $1,667; and Kenneth L. Wolfe, $1,644. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $421.</R>

<R>^D Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,646; Albert R. Gamper, Jr., $1,631; George H. Heilmeier, $1,631; James H. Keyes, $1,390; Marie L. Knowles, $1,793; Ned C. Lautenbach, $2,131; Cornelia M. Small, $1,631;William S. Stavropoulos, $1,656; and Kenneth L. Wolfe, $1,631. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $415.</R>

<R>^E Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $2,088; Albert R. Gamper, Jr., $2,057; George H. Heilmeier, $2,057; James H. Keyes, $1,877; Marie L. Knowles, $2,260; Ned C. Lautenbach, $2,732; Cornelia M. Small, $2,057; William S. Stavropoulos, $2,109; and Kenneth L. Wolfe, $2,057. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $522.</R>

<R>^F Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,453; Albert R. Gamper, Jr., $1,472; George H. Heilmeier, $1,453; James H. Keyes, $669; Marie L. Knowles, $1,600; Ned C. Lautenbach, $1,719; Cornelia M. Small, $1,453; William S. Stavropoulos, $1,453; and Kenneth L. Wolfe, $1,453. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $380.</R>

<R>^G Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $5,881; Albert R. Gamper, Jr., $5,779; George H. Heilmeier, $5,779; James H. Keyes, $5,317; Marie L. Knowles, $6,345; Ned C. Lautenbach, $7,664; Cornelia M. Small, $5,779; William S. Stavropoulos, $5,949; and Kenneth L. Wolfe, $5,779. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $1,452.</R>

<R>^H Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $901; Albert R. Gamper, Jr., $886; George H. Heilmeier, $886; James H. Keyes, $814; Marie L. Knowles, $973; Ned C. Lautenbach, $1,175; Cornelia M. Small, $886; William S. Stavropoulos, $912; and Kenneth L. Wolfe, $886. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $223.</R>

<R>^I Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $3,714; Albert R. Gamper, Jr., $3,683; George H. Heilmeier, $3,683; James H. Keyes, $3,143; Marie L. Knowles, $4,049; Ned C. Lautenbach, $4,814; Cornelia M. Small, $3,683; William S. Stavropoulos, $3,736; and Kenneth L. Wolfe, $3,683. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $940.</R>

APPENDIX H

Number of Committee Meetings Held During Most Recent Fiscal Year Ended 2007:

<R>FYE</R>	<R>6/30</R>	<R>10/31</R>	<R>11/30</R>
<R>COMMITTEE</R>
<R>Audit</R>	<R>13</R>	<R>13</R>	<R>13</R>
<R>Operations Committee</R>	<R>16</R>	<R>17</R>	<R>16</R>
<R>Fair Value Oversight</R>	<R>4</R>	<R>4</R>	<R>4</R>
<R>Governance and Nominating</R>	<R>10</R>	<R>12</R>	<R>12</R>
<R>Shareholder, Distribution And Brokerage</R>	<R>12</R>	<R>13</R>	<R>13</R>
<R>Equity Contract</R>	<R>4</R>	<R>3</R>	<R>3</R>
<R>Fixed-Income Contract</R>	<R>4</R>	<R>4</R>	<R>4</R>
<R>Compliance</R>	<R>13</R>	<R>10</R>	<R>9</R>
<R>Proxy Voting</R>	<R>3</R>	<R>4</R>	<R>4</R>
<R>Fund Oversight:</R>		<R> </R>
<R>Fixed-Income/International/Special1</R>	<R>12</R>	<R>14</R>	<R>11</R>
<R>Equity1</R>	<R>11</R>	<R>11</R>	<R>10</R>
<R>Select and Asset Allocation1</R>	<R>12</R>	<R>12</R>	<R>11</R>
<R>Equity I2</R>			<R>1</R>
<R>Equity II2</R>			<R>1</R>
<R>Fixed-Income and Asset Allocation2</R>			<R>1</R>

<R>¹ Existed as Fund Oversight Committee prior to November 2007.</R>

<R>² New Fund Oversight Committee beginning November 2007.</R>

APPENDIX I

Audit Fees. The aggregate Audit Fees billed by PwC or Deloitte Entities, as applicable, for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for the funds and for all funds in the Fidelity Group of Funds:

<R>Funds</R>	<R>FYE</R>	<R>2007 Fiscal YearA</R>	<R>2006 Fiscal YearA</R>
	<R>11/30</R>
<R>Aggressive Growth</R>		<R>$ 67,000</R>	<R>$ 65,000</R>
<R>Convertible Securities</R>		<R>$ 77,000</R>	<R>$ 73,000</R>
<R>Equity-Income II</R>		<R>$ 95,000</R>	<R>$ 96,000</R>
<R>Growth Company</R>		<R>$ 82,000</R>	<R>$ 75,000</R>
<R>Independence</R>		<R>$ 70,000</R>	<R>$ 67,000</R>
<R>New Millennium</R>		<R>$ 55,000</R>	<R>$ 56,000</R>
<R>All funds in the Fidelity Group of Funds audited by PwC</R>		<R>$ 14,400,000</R>	<R>$ 13,500,000</R>
<R>All funds in the Fidelity Group of Funds audited by Deloitte Entities</R>		<R>$ 7,500,000</R>	<R>$ 6,500,000</R>
	<R>10/31</R>
<R>Capital Appreciation</R>		<R>$ 85,000</R>	<R>$ 82,000</R>
<R>Disciplined Equity</R>		<R>$ 78,000</R>	<R>$ 71,000</R>
<R>Focused Stock</R>		<R>$ 41,000</R>	<R>$ 39,000</R>
<R>Small Cap Independence</R>		<R>$ 48,000</R>	<R>$ 39,000</R>
<R>Stock Selector</R>		<R>$ 52,000</R>	<R>$ 44,000</R>
<R>Value</R>		<R>$ 111,000</R>	<R>$ 101,000</R>
<R>All funds in the Fidelity Group of Funds audited by PwC</R>		<R>$ 14,400,000</R>	<R>$ 13,400,000</R>
<R>All funds in the Fidelity Group of Funds audited by Deloitte Entities</R>		<R>$ 7,300,000</R>	<R>$ 6,500,000</R>
	<R>6/30</R>
<R>Growth Discovery</R>		<R>$ 41,000</R>	<R>$ 39,000</R>
<R>Fidelity Fifty</R>		<R>$ 41,000</R>	<R>$ 39,000</R>
<R>Fidelity Fund</R>		<R>$ 80,000</R>	<R>$ 87,000</R>
<R>Mega Cap Stock</R>		<R>$ 39,000</R>	<R>$ 38,000</R>
<R>All funds in the Fidelity Group of Funds audited by PwC</R>		<R>$ 13,900,000</R>	<R>$ 12,600,000</R>

<R>^A Aggregate amounts may reflect rounding.</R>

APPENDIX J

Tax Fees The aggregate Tax Fees billed by PwC or Deloitte Entities, as applicable, for professional services rendered for tax compliance, tax advice, and tax planning for each fund:

<R>Funds</R>	<R>FYE </R>	<R>2007 Fiscal YearA</R>	<R>2006 Fiscal YearA</R>
	<R>11/30</R>
<R>Aggressive Growth</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Convertible Securities</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Equity-Income II</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Growth Company</R>		<R>$ 5,200</R>	<R>$ 4,700</R>
<R>Independence</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>New Millennium</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
	<R>10/31</R>
<R>Capital Appreciation</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Disciplined Equity</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
<R>Focused Stock</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
<R>Small Cap Independence</R>		<R>$ 4,200</R>	<R>$ 4,000</R>
<R>Stock Selector</R>		<R>$ 4,200</R>	<R>$ 4,000</R>
<R>Value</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
	<R>6/30</R>
<R>Growth Discovery</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
<R>Fidelity Fifty</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
<R>Fidelity Fund</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Mega Cap Stock</R>		<R>$ 2,900</R>	<R>$ 2,700</R>

<R>^A Aggregate amounts may reflect rounding.</R>

APPENDIX K

All Other Fees. The aggregate Other Fees billed by PwC or Deloitte Entities, as applicable, for all other non-audit services rendered to the funds:

<R>Funds</R>	<R>FYE </R>	<R>2007 Fiscal YearA</R>	<R>2006 Fiscal YearA</R>
	<R>11/30</R>
<R>Aggressive Growth</R>		<R>$ 3,700</R>	<R>$ 4,200</R>
<R>Convertible Securities</R>		<R>$ 2,800</R>	<R>$ 2,600</R>
<R>Equity-Income II</R>		<R>$ 8,800</R>	<R>$ 9,800</R>
<R>Growth Company</R>		<R>$ 0</R>	<R>$ 0</R>
<R>Independence</R>		<R>$ 4,400</R>	<R>$ 4,500</R>
<R>New Millennium</R>		<R>$ 2,700</R>	<R>$ 3,600</R>
	<R>10/31</R>
<R>Capital Appreciation</R>		<R>$ 7,300</R>	<R>$ 6,700</R>
<R>Disciplined Equity</R>		<R>$ 7,200</R>	<R>$ 5,900</R>
<R>Focused Stock</R>		<R>$ 1,300</R>	<R>$ 1,300</R>
<R>Small Cap Independence</R>		<R>$ 0</R>	<R>$ 0</R>
<R>Stock Selector</R>		<R>$ 0</R>	<R>$ 0</R>
<R>Value</R>		<R>$ 14,900</R>	<R>$ 12,300</R>
	<R>6/30</R>
<R>Growth Discovery</R>		<R>$ 1,400</R>	<R>$ 1,700</R>
<R>Fidelity Fifty</R>		<R>$ 2,000</R>	<R>$ 2,200</R>
<R>Fidelity Fund</R>		<R>$ 6,100</R>	<R>$ 9,800</R>
<R>Mega Cap Stock</R>		<R>$ 1,300</R>	<R>$ 1,500</R>

<R>^A Aggregate amounts may reflect rounding.</R>

APPENDIX L

All Other Fees. The aggregate Other Fees billed by PwC or Deloitte Entities, as applicable, that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund:

<R>Billed By</R>	<R>11/30/07A</R>	<R>11/30/06A</R>
<R>PwC</R>	<R>$ 150,000</R>	<R>$ 145,000</R>
<R>Deloitte Entities</R>	<R>$ 180,000</R>	<R>$ 180,000</R>
<R>Billed By</R>	<R>10/31/07A</R>	<R>10/31/07A</R>
<R>PwC</R>	<R>$ 275,000</R>	<R>$ 20,000</R>
<R>Deloitte Entities</R>	<R>$ 260,000</R>	<R>$ 255,000</R>
<R>Billed By</R>	<R>6/30/07A</R>	<R>6/30/07A</R>
<R>PwC</R>	<R>$ 225,000</R>	<R>$ 155,000</R>

<R>^A Aggregate amounts may reflect rounding.</R>

APPENDIX M

All Other Fees. The aggregate fees billed by PwC or Deloitte Entities, as applicable, for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services:

<R>FIDELITY FINANCIAL TRUST</R>	<R>11/30/06A</R>	<R>11/30/05A</R>
<R>PwC Covered Services</R>	<R>$ 180,000</R>	<R>$ 175,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,310,000</R>	<R>$ 1,140,000</R>
<R>PwC Total</R>	<R>$ 1,490,000</R>	<R>$ 1,315,000</R>
<R>FIDELITY MT. VERNON TRUST</R>	<R>11/30/07A</R>	<R>11/30/07A</R>
<R>PwC Covered Services</R>	<R>$ 165,000</R>	<R>$ 160,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,310,000</R>	<R>$ 1,140,000</R>
<R>PwC Total</R>	<R>$ 1,475,000</R>	<R>$ 1,300,000</R>
<R>FIDELITY MT. VERNON TRUST</R>	<R>11/30/07A</R>	<R>11/30/07A</R>
<R>Deloitte Entities Covered Services</R>	<R>$ 185,000</R>	<R>$ 185,000</R>
<R>Deloitte Entities Non-Covered Services</R>	<R>$ 245,000</R>	<R>$ 690,000</R>
<R>Deloitte Entities Total</R>	<R>$ 430,000</R>	<R>$ 875,000</R>
<R>FIDELITY CAPITAL TRUST</R>	<R>10/31/07A</R>	<R>10/31/07A</R>
<R>PwC Covered Services</R>	<R>$ 320,000</R>	<R>$ 60,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,725,000</R>	<R>$ 700,000</R>
<R>PwC Total</R>	<R>$ 2,045,000</R>	<R>$ 760,000</R>
<R>FIDELITY CAPITAL TRUST</R>	<R>10/31/07A</R>	<R>10/31/07A</R>
<R>Deloitte Entities Covered Services</R>	<R>$ 270,000</R>	<R>$ 265,000</R>
<R>Deloitte Entities Non-Covered Services</R>	<R>$ 405,000</R>	<R>$ 530,000</R>
<R>Deloitte Entities Total</R>	<R>$ 675,000</R>	<R>$ 795,000</R>
<R>FIDELITY HASTINGS STREET TRUST</R>	<R>6/30/07A</R>	<R>6/30/07A</R>
<R>PwC Covered Services</R>	<R>$ 250,000</R>	<R>$ 180,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,100,000</R>	<R>$ 1,000,000</R>
<R>PwC Total</R>	<R>$ 1,350,000</R>	<R>$ 1,180,000</R>

<R>^A Aggregate amounts may reflect rounding.</R>

Fidelity is a registered trademark of FMR LLC.

1.862057.100 MEGA4-PXS-0308

Proxy Materials

PLEASE CAST YOUR VOTE NOW!

Fidelity Capital Trust, Fidelity Financial Trust

Fidelity Hastings Street Trust, Fidelity Magellan Fund

Fidelity Mt. Vernon Street Trust

(Photograph of Edward C. Johnson 3d.)

Dear Shareholder:

I am writing to let you know that a special meeting of shareholders will be held on May 14, 2008. The purpose of the meeting is to provide you with the opportunity to vote on important proposals that affect the funds and your investment in them. As a shareholder, you have the opportunity to voice your opinion on the matters that affect your funds. This package contains information about the proposals and the materials to use when casting your vote.

Please read the enclosed materials and cast your vote on the proxy card(s). Please vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.

<R>Each proposal has been carefully reviewed by the Board of Trustees. The Trustees, most of whom are not affiliated with Fidelity, are responsible for protecting your interests as a shareholder. The Trustees believe that two of these proposals are in the interests of shareholders - - the proposal to elect a Board of Trustees and the proposal to reduce the required quorum for future shareholder meetings. The Trustees recommend that you vote for these proposals. They recommend that you vote against the proposals submitted by shareholders of certain funds.</R>

The following Q&A is provided to assist you in understanding the proposals. Each of the proposals is described in greater detail in the enclosed proxy statement.

Voting is quick and easy. Everything you need is enclosed. To cast your vote, simply complete the proxy card(s) enclosed in this package. Be sure to sign the card(s) before mailing it in the postage-paid envelope. You may also vote your shares by touch-tone telephone or through the internet. Simply call the toll-free number or visit the web site indicated on your proxy card(s), enter the control number found on the card(s), and follow the recorded or online instructions.

If you have any questions before you vote, please call Fidelity at 1-800-544-3198 (other than for Advisor classes) or 1-877-208-0098 (Advisor classes only). We'll be glad to help you get your vote in quickly. Thank you for your participation in this important initiative.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d
Chairman and Chief Executive Officer

Important information to help you understand and vote on the proposals

Please read the full text of the proxy statement. Below is a brief overview of the proposals to be voted upon. Your vote is important. We appreciate you placing your trust in Fidelity and look forward to helping you achieve your financial goals.

What am I being asked to vote on?

The Board of Trustees of the Fidelity funds, with the support of Fidelity Management & Research Co. (FMR), has decided to create a two-Board structure. In connection with this decision, you are being asked to elect a Board of Trustees to oversee the funds you own.

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

<R>Finally, certain shareholders of Fidelity^® Capital Appreciation Fund have submitted a shareholder proposal that would require the Board of Trustees to "institute procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights." Similary, certain shareholders of Fidelity Growth Company Fund, Fidelity^® Magellan^® Fund and Fidelity Value Fund have submitted a separate shareholder proposal that would require the Board of Trustees to "institute oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity." </R>

What do you mean by a two-Board structure?

<R>Historically, the Board of each Fidelity fund has consisted of the same group of individual Trustees who serve as Trustees for all other Fidelity funds. In effect, the Fidelity funds have been overseen by a single Board of Trustees. The Trustees of the Fidelity funds - with the support of FMR - have made a decision to reorganize themselves into two separate groups and thereby create two Boards. One Board will oversee Fidelity's equity and high income funds (215 funds with approximate assets of over $796 billion as of January 31, 2008), while the second Board will oversee Fidelity's investment-grade bond, money market, and asset allocation funds (159 funds with approximate assets of over $515 billion as of January 31, 2008).</R>

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

The decision was based on three specific factors:

• Fidelity's mutual fund business continues to diversify into new asset classes and product types. For example, over the past few years, Fidelity has expanded its product line of multi-asset class funds that invest in a variety of asset classes such as preferred stocks, REITs, inflation-protected securities, floating-rate securities, and commodities. In addition, lifecycle funds and other types of packaged solutions continue to grow in popularity. As greater numbers of individuals continue to save for, and transition into, retirement, the Trustees and FMR expect an increased demand for innovative products.
• As the securities marketplace has evolved, increasingly complex investment strategies are available to Fidelity's mutual funds. For example, the fixed income marketplace has significantly expanded with new types of securities including different types of futures, options, and swaps, and that trend is likely to continue.
• Given prevailing demographic and business trends, the Trustees expect that Fidelity's mutual fund business will continue to expand. In recent years, Fidelity has made efforts to position the firm as the most trusted provider of lifetime investment solutions in the U.S. At the same time, the amount of assets held by Americans over age sixty is projected to increase dramatically between now and 2012 as the Baby Boomer generation nears and enters retirement. The Trustees and FMR believe this provides a significant growth opportunity for Fidelity's business and for the mutual fund industry as a whole. Increased interest in principal preservation and income distribution is expected to drive asset growth in Fidelity's fixed income funds and asset allocation products, in particular.

What is involved in creating a two-Board structure?

Some existing Trustees and Advisory Board Members are proposed to serve on the Board overseeing the equity and high income funds, while the others are proposed to serve on the Board overseeing the fixed income and asset allocation funds. In some cases, the two Boards can be created by having an existing Trustee resign and the remaining Trustees fill the vacancy. In the majority of cases, however, the Investment Company Act of 1940 (1940 Act) requires that a shareholder meeting be held to elect Trustees.

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

The two-Board structure will be implemented at the same time for all Fidelity funds. On August 1, 2008, or, if later, immediately after the last election is held for any Fidelity fund scheduled to elect Trustees in connection with implementing the two-Board structure, the following will occur: Current Trustees will remain on the Boards to which they have been elected or appointed and resign from the Boards on which they will no longer serve. Former Advisory Board Members that have been elected or appointed as Trustees will join the Boards on which they will serve going forward. The size of the Board that will oversee the equity and high income funds will be fixed at 10 Trustees, and the size of the Board that will oversee the fixed income and asset allocation funds will be fixed at eight Trustees.

What is the affiliation of the Board and Fidelity?

Currently, there are two "interested" Trustees and nine "Independent" Trustees. Under the two-Board structure, it is expected that there initially will be 2 interested Trustees on each Board, 8 Independent Trustees on the equity and high income Board, and 6 Independent Trustees on the fixed income and asset allocation Board. Trustees are determined to be "interested" by virtue of, among other things, their affiliation with the funds, trusts, or various other entities under common control with FMR. Interested Trustees are compensated by FMR. Independent Trustees have no affiliation with FMR and are compensated by each individual fund. Each of the new Boards is expected to have 75 percent or more Independent Trustees.

Will the Trustees that currently oversee my funds change?

Trustees on both Boards will continue to be experienced executives who will meet throughout the year to oversee the funds' activities, review contractual arrangements with companies that provide services to the funds, and review fund performance. However, certain changes in Board membership are proposed, depending on which Board a Trustee expects to join.

The current Board consists of 11 Trustees: Dennis J. Dirks, Albert R. Gamper, George H. Heilmeier, James H. Keyes, Marie L. Knowles, Ned C. Lautenbach, Cornelia M. Small, William S. Stavropoulos, and Kenneth L. Wolfe are Independent Trustees, and Edward C. Johnson 3d and James C. Curvey are interested Trustees. Arthur E. Johnson (no relation to Edward C. Johnson 3d), Alan J. Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley currently serve on the Advisory Board. At the time that the two-Board structure is implemented, the size of the equity and high income funds' Board will be fixed at 10 Trustees and the size of the fixed income and asset allocation funds' Board will be fixed at eight Trustees.

Dennis J. Dirks, Alan Lacy, Ned C. Lautenbach, Joseph Mauriello, Cornelia M. Small, William S. Stavropoulos, David M. Thomas, Michael E. Wiley, James C. Curvey, and Edward C. Johnson 3d are proposed to serve on the Board overseeing the equity and high income funds. Albert R. Gamper, George H. Heilmeier, Arthur E. Johnson, James H. Keyes, Marie L. Knowles, Kenneth L. Wolfe, James C. Curvey, and Edward C. Johnson 3d are proposed to serve on the Board overseeing the fixed income and asset allocation funds. Biographical information for each nominee for the equity and high income Board is included in the proxy statement.

The Trustees fully expect that the environment of strong governance of the funds and protection of the interests of fund shareholders will continue under the new structure.

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

Lowering the quorum requirement will facilitate holding shareholder meetings to approve important matters necessary for the conduct of the trusts' business. When not enough shareholders vote, a trust may be forced to adjourn meetings multiple times and incur the expense of additional shareholder solicitations and proxy solicitors in order to obtain the shareholder vote necessary to hold a meeting. The reduced quorum requirement is not prohibited by Massachusetts or federal law.

Although the lower quorum requirement will allow for the approval of some matters by shareholders constituting less than a majority of the outstanding shares, certain other proposals will still require a higher number of shares to be voted to meet the threshold required to approve the proposal. For example, the 1940 Act requires that certain items, such as management contracts and 12b-1 plans, be approved by a majority of a fund's outstanding voting securities. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at a shareholder meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The reduced quorum requirement will not affect such matters.

What role does the Board play generally?

The Trustees serve as the fund shareholders' representatives. Members of the Board are fiduciaries and have an obligation to serve the best interests of shareholders, including consideration of policy changes. In addition, the Trustees review fund performance, oversee fund activities, and review contractual arrangements with companies that provide services to the fund.

Are Board members paid?

Each Independent Trustee receives a fee for his or her service on the Board and participates in a deferred compensation plan. You can find the compensation table, which details fees that have been paid to the Trustees, in the proxy statement.

Has the funds' Board of Trustees approved the proposals?

<R>The Board of Trustees has unanimously approved the proposal to elect a Board of Trustees and the proposal to reduce the required quorum for future shareholder meetings, and recommends that you vote to approve these proposals. </R>

<R>The Board of Trustees has not approved of the shareholder proposal for Fidelity Capital Appreciation Fund which, if adopted, would require the Board of Trustees to "institute procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights," nor has the Board of Trustees approved the shareholder proposal for Fidelity Growth Company Fund, Fidelity Magellan Fund, and Fidelity Value Fund which, if adopted, would require the Board of Trustees to "institute oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity." As discussed in the proxy statement, the Board of Trustees recognizes and respects that investors, including those investing in these funds, have other investment opportunities open to them should they wish to avoid investments in certain companies or countries. Shareholders of these funds, however, have chosen to invest based on the funds' specific stated investment policies. If adopted, these proposals would limit investments by these funds that would be lawful under the laws of the United States. The Board of Trustees recommends that you vote against the shareholder proposals.</R>

Who is D.F. King & Co., Inc.?

D.F. King is a third party proxy vendor that Fidelity hires to call shareholders and record proxy votes. In order to hold a shareholder meeting, quorum must be reached - - which currently is a majority of the shares entitled to vote in person or by proxy at the shareholder meeting. If quorum is not attained, the meeting must adjourn to a future date. Fidelity attempts to reach shareholders via multiple mailings to remind them to cast their vote. As the meeting approaches, phone calls may be made to clients who have not yet voted their shares so that the shareholder meeting does not have to be postponed.

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

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

The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by each fund and class, as applicable, provided the expenses do not exceed any existing expense caps. Expenses exceeding an expense cap will be paid by FMR.

How many votes am I entitled to cast?

As a shareholder, you are entitled to one vote for each dollar of net asset value you own of the fund on the record date. The record date is March 17, 2008.

How do I vote my shares?

You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it in the enclosed postage-paid envelope. You may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions. In addition, you may vote through the internet by visiting www.proxyvote.com/proxy and following the on-line instructions. If you need any assistance, or have any questions regarding the proposals or how to vote your shares, please call Fidelity at 1-800-544-3198 (other than for Advisor classes) or 1-877-208-0098 (Advisor classes only).

How do I sign the proxy card?

Individual Accounts: Shareholders should sign exactly as their names appear on the account registration shown on the card.

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

All Other Accounts: The person signing must indicate his or her capacity. For example, a trustee for a trust or other entity should sign, "Ann B. Collins, Trustee."

(fidelity_logo_graphic)

82 Devonshire Street, Boston, MA 02109

SUPP4B-PXL-0308
1.862245.100

FIDELITY CAPITAL TRUST
FIDELITY FINANCIAL TRUST
FIDELITY HASTINGS STREET TRUST
FIDELITY MAGELLAN FUND
FIDELITY MT. VERNON STREET TRUST

82 Devonshire Street, Boston, Massachusetts 02109
1-800-544-3198 (other than Advisor classes)
1-877-208-0098 (Advisor classes)

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the Meeting) of the above-named trusts (the trusts) will be held at an office of the trusts, 245 Summer Street, Boston, Massachusetts 02210 on May 14, 2008, at 9:30 a.m. Eastern Time (ET). Appendix A contains a list of the funds in the trusts (the funds).

The purpose of the Meeting is to consider and act upon the following proposals for each trust, and to transact such other business as may properly come before the Meeting or any adjournments thereof.

1. To elect a Board of Trustees.

2. To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.

<R> 3. For Fidelity Capital Appreciation Fund, a shareholder proposal concerning "procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights."</R>

<R> 4. For each of Fidelity Growth Company Fund, Fidelity Magellan Fund, and Fidelity Value Fund, a shareholder proposal concerning "oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity."</R>

The Board of Trustees has fixed the close of business on March 17, 2008 as the record date for the determination of the shareholders entitled to notice of, and to vote at, such Meeting and any adjournments thereof.

By order of the Board of Trustees,
ERIC D. ROITER Secretary

March 17, 2008

Your vote is important - please vote your shares promptly.

Shareholders are invited to attend the Meeting in person. Any shareholder who does not expect to attend the Meeting is urged to vote using the touch-tone telephone or internet voting instructions found below or indicate voting instructions on the enclosed proxy card, date and sign it, and return it in the envelope provided, which needs no postage if mailed in the United States. In order to avoid unnecessary expense, we ask your cooperation in responding promptly, no matter how large or small your holdings may be.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of assistance to you and help avoid the time and expense involved in validating your vote if you fail to execute your proxy card properly.

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

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

3. All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the proxy card. For example:

		REGISTRATION	VALID SIGNATURE
A.	1)	ABC Corp.	John Smith, Treasurer
	2)	ABC Corp. c/o John Smith, Treasurer	John Smith, Treasurer
B.	1)	ABC Corp. Profit Sharing Plan	Ann B. Collins, Trustee
	2)	ABC Trust	Ann B. Collins, Trustee
	3)	Ann B. Collins, Trustee u/t/d 12/28/78	Ann B. Collins, Trustee
C.	1)	Anthony B. Craft, Cust. f/b/o Anthony B. Craft, Jr. UGMA	Anthony B. Craft

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

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

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

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

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

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY CAPITAL TRUST
FIDELITY FINANCIAL TRUST
FIDELITY HASTINGS STREET TRUST
FIDELITY MAGELLAN FUND
FIDELITY MT. VERNON STREET TRUST

TO BE HELD ON MAY 14, 2008

This Proxy Statement is furnished in connection with a solicitation of proxies made by, and on behalf of, the Board of Trustees of the above-named trusts (the trusts) to be used at the Special Meeting of Shareholders and at any adjournments thereof (the Meeting), to be held on May 14, 2008 at 9:30 a.m. ET at 245 Summer Street, Boston, Massachusetts 02210, an office of the trusts and Fidelity Management & Research Company (FMR), the funds' investment adviser. Appendix A contains a list of the funds in each trust (the funds).

Proposal #	Proposal Description	Applicable Fund	Page
<R>1.</R>	<R>To elect as Trustees the nominees presented in Proposal 1.</R>	<R>All funds. See Appendix A for a list of funds in each trust.</R>	<R><Click Here></R>
<R>2.</R>	<R>To amend the Declaration of Trust to reduce the required quorum for future shareholder meetings.</R>	<R>All funds. See Appendix A for a list of funds in each trust.</R>	<R><Click Here></R>
<R>3.</R>	<R>Shareholder proposal concerning "procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights."</R>	<R>Fidelity Capital Appreciation Fund</R>	<R><Click Here></R>
<R>4.</R>	<R>Shareholder proposal concerning "oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity."</R>	<R>Fidelity Growth Company Fund, Fidelity Magellan Fund, and Fidelity Value Fund</R>	<R><Click Here></R>

The purpose of the Meeting is set forth in the accompanying Notice. The solicitation is being made primarily by the mailing of this Proxy Statement and the accompanying proxy on or about March 17, 2008. Supplementary solicitations may be made by mail, telephone, telegraph, facsimile, electronic means or by personal interview by representatives of the trusts. In addition, D.F. King & Co., Inc. may be paid on a per-call basis to solicit shareholders by telephone on behalf of the funds in the trusts. The funds also may also arrange to have votes recorded by telephone. D.F. King & Co., Inc. may be paid on a per-call basis for vote-by-phone solicitations on behalf of the funds. The approximate anticipated total cost of these services is detailed in Appendix B.

If the funds record votes by telephone or through the internet, they will use procedures designed to authenticate shareholders' identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Proxies voted by telephone or through the internet may be revoked at any time before they are voted in the same manner that proxies voted by mail may be revoked.

The expenses in connection with preparing this Proxy Statement and its enclosures and all solicitations will be paid by each fund and class, as applicable, provided the expenses do not exceed any existing expense caps. See Appendix C for current expense cap information. Expenses exceeding an expense cap will be paid by FMR.

The funds will reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of shares. The costs are allocated among the funds based upon the number of shareholder accounts in each fund. The costs are allocated on a pro rata basis to each class of a fund based on the net assets of each class relative to the total net assets of the fund.

The principal business address of FMR, each fund's investment adviser and administrator, and FMR Co., Inc. (FMRC), sub-adviser to each fund, is 245 Summer Street, Boston, Massachusetts 02210. The principal business address of Fidelity Distributors Corporation (FDC), each fund's principal underwriter and distribution agent, is 82 Devonshire Street, Boston, Massachusetts, 02109. Fidelity Management & Research (U.K.) Inc. (FMR U.K.), located at 25 Lovat Lane, London, EC3R 8LL, England; Fidelity Research & Analysis Company (FRAC), located at 245 Summer Street, Boston, Massachusetts 02210; Fidelity Investments Japan Limited (FIJ), located at Shiroyama Trust Tower, 4-3-1 Toranomon Minato-ku, Tokyo 105, Japan; Fidelity International Investment Advisors (FIIA), located at Pembroke Hall, 42 Crow Lane, Pembroke HM19, Bermuda; and Fidelity International Investment Advisors (U.K.) Limited (FIIA(U.K.)L), located at 25 Cannon Street, London, England EC4M5TA are also sub-advisers to the funds.

If the enclosed proxy is executed and returned, or an internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by a trust, by the execution of a later-dated proxy, by a trust's receipt of a subsequent valid internet or telephonic vote, or by attending the Meeting and voting in person.

<R>All proxies solicited by the Board of Trustees that are properly executed and received by a fund's Secretary prior to the Meeting, and are not revoked, will be voted at the Meeting. Shares represented by such proxies will be voted in accordance with the instructions thereon. If no specification is made on a properly executed proxy, it will be voted FOR Proposals 1 and 2 and AGAINST Proposals 3 and 4. All shares that are voted and votes to ABSTAIN will be counted towards establishing a quorum, as will broker non-votes. (Broker non-votes are shares for which (i) the beneficial owner has not voted and (ii) the broker holding the shares does not have discretionary authority to vote on the particular matter.)</R>

With respect to fund shares held in Fidelity individual retirement accounts (including Traditional, Rollover, SEP, SARSEP, Roth and SIMPLE IRAs), the IRA Custodian will vote those shares for which it has received instructions from shareholders only in accordance with such instructions. If Fidelity IRA shareholders do not vote their shares, the IRA Custodian will vote their shares for them, in the same proportion as other Fidelity IRA shareholders have voted.

<R>If a quorum is not present at a Meeting, or if a quorum is present at a Meeting but sufficient votes to approve any proposal are not received, or if other matters arise requiring shareholder attention, the persons named as proxy agents may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares present at the Meeting or represented by proxy. When voting on a proposed adjournment, the persons named as proxy agents will vote FOR the proposed adjournment all shares that they are entitled to vote with respect to each item, unless directed to vote AGAINST an item, in which case such shares will be voted AGAINST the proposed adjournment with respect to that item. However, if sufficient votes to achieve quorum on Proposals 3 or 4 have not been received, the persons named as proxy agents may vote in favor of a proposed adjournment with respect to such item. A shareholder vote may be taken on one or more of the items in this Proxy Statement prior to such adjournment if sufficient votes have been received and it is otherwise appropriate.</R>

Shares of each fund and class, if applicable, issued and outstanding as of January 31, 2008 are indicated in Appendix D.

Substantial (5% or more) record and/or beneficial ownership of each fund and class, as applicable, on January 31, 2008, to the knowledge of each trust, is detailed in Appendix E. Other than disclosed in Appendix E, to the knowledge of each trust, no other shareholder owned of record or beneficially more than 5% of the outstanding shares of each fund and class, as applicable, on that date.

<R>FMR has advised the trusts that certain shares are registered to FMR or an FMR affiliate. To the extent that FMR or an FMR affiliate has discretion to vote, these shares will be voted at the Meeting FOR Proposals 1 and 2 and AGAINST Proposals 3 and 4. Otherwise, these shares will be voted in accordance with the plan or agreement governing the shares. Although the terms of the plans and agreements vary, generally the shares must be voted either (i) in accordance with instructions received from shareholders or (ii) in accordance with instructions received from shareholders and, for shareholders who do not vote, in the same proportion as certain other shareholders have voted.</R>

Shareholders of record at the close of business on March 17, 2008 will be entitled to vote at the Meeting. Each such shareholder will be entitled to one vote for each dollar of net asset value held on that date.

For a free copy of a fund's annual and/or semiannual reports, contact Fidelity at 1-800-544-3198 (other than for Advisor classes) or 1-877-208-0098 (Advisor classes only), visit Fidelity's web sites at www.fidelity.com or www.advisor.fidelity.com, or write to Fidelity Distributors Corporation (FDC) at 82 Devonshire Street, Boston, Massachusetts 02109.

<R>VOTE REQUIRED: Approval of Proposal 2 requires the affirmative vote of a majority of the shares of an entire trust voted in person or by proxy at the Meeting, and a plurality of such shares is sufficient to elect trustees pursuant to Proposal 1. Approval of Proposals 3 and 4 requires the affirmative vote of majority of the shares of the appropriate fund voted in person or by proxy at the meeting. With respect to Proposals 2, 3 and 4, votes to ABSTAIN and broker non-votes will have the same effect as votes cast AGAINST the Proposal. With respect to Proposal 1, votes to ABSTAIN and broker non-votes will have no effect.</R>

1. TO ELECT A BOARD OF TRUSTEES.

The purpose of this proposal is to elect a Board of Trustees in connection with creating a two-Board structure for the Fidelity family of funds. You have received this proxy statement because you own one or more Fidelity equity and/or high income funds and you are being asked to elect a Board of Trustees to oversee your funds.

<R>Fidelity's mutual fund business and the broader mutual fund marketplace continue to expand and evolve. As a result, the Trustees of the Fidelity funds, together with FMR, have been considering ways to structure the Board for each Fidelity fund in order to ensure that Fidelity's mutual fund shareholders continue to be well served by Trustees in the years ahead. Historically, the Board of each Fidelity fund has consisted of the same group of individual Trustees who serve as Trustees for all other Fidelity funds. In effect, the Fidelity funds have been overseen by a single Board of Trustees. The Trustees of the Fidelity funds - with the support of FMR - have made a decision to reorganize themselves into two separate groups and thereby create two Boards. One Board will oversee Fidelity's equity and high income funds (215 funds with approximate assets of over $796 billion as of January 31, 2008), while the second Board will oversee Fidelity's investment-grade bond, money market, and asset allocation funds (159 funds with approximate assets of over $515 billion as of January 31, 2008).</R>

In connection with creating two Boards, a slate of Trustees must be put in place to oversee each group of funds (the funds and trusts were aligned by investment discipline in June 2007). Some existing Trustees and Advisory Board members are proposed to serve on the Board overseeing the equity and high income funds, while the others are proposed to serve on the Board overseeing the fixed income and asset allocation funds. In some cases, the two Boards can be created by having one existing Trustee resign and the remaining Trustees fill the vacancy. In the majority of cases, however, the 1940 Act requires that a shareholder meeting be held to elect Trustees.

The Trustees, with the support of FMR, made the decision to create a two-Board structure in order to plan for the future, and based their decision on three specific factors. First, Fidelity's mutual fund business continues to diversify into new asset classes and product types. For example, over the past few years, Fidelity has expanded its product line of multi-asset class funds that invest in a variety of asset classes such as preferred stocks, REITs, inflation-protected securities, floating-rate securities, and commodities. In addition, lifecycle funds and other types of packaged solutions continue to grow in popularity. As greater numbers of individuals continue to save for, and transition into, retirement, the Trustees and FMR expect an increased demand for innovative products.

Second, as the securities marketplace has evolved in recent years, increasingly complex investment strategies are available to Fidelity's mutual funds. For example, the fixed income marketplace has significantly expanded with new types of securities including different types of futures, options, and swaps, and that trend is likely to continue.

Finally, given prevailing demographic and business trends, the Trustees and FMR expect that Fidelity's mutual fund business will continue to expand in the future. In recent years, Fidelity has made efforts to position the firm as the most trusted provider of lifetime investment solutions in the U.S. At the same time, the amount of assets held by Americans over age sixty is projected to increase dramatically between now and 2012 as the Baby Boomer generation nears and enters retirement. The Trustees and FMR believe this provides a significant growth opportunity for Fidelity's business and for the mutual fund industry as a whole. Increased interest in principal preservation and income distribution is expected to drive asset growth in Fidelity's fixed income funds and asset allocation products, in particular.

The two-Board structure will be implemented at the same time for all Fidelity funds. On August 1, 2008, or, if later, immediately after the last election is held for any Fidelity fund scheduled to elect Trustees in connection with implementing a two-Board structure, the following will occur: Current Trustees will remain on the Boards to which they have been elected or appointed and resign from the Boards on which they will no longer serve. Former Advisory Board members that have been elected or appointed as Trustees will join the Boards on which they will serve going forward. The size of the Board that will oversee the equity and high income funds will be fixed at 10 Trustees, and the size of the Board that will oversee the fixed income and asset allocation funds will be fixed at 8 Trustees. The Trustees fully expect that the environment of strong governance of the funds and protection of the interests of fund shareholders will continue under the new structure.

Except for Alan Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley, all nominees for the equity and high income Board are currently Trustees of the trusts and have served in that capacity continuously since originally elected or appointed. James C. Curvey was selected by the trusts' Governance and Nominating Committee (see page <Click Here>) and was appointed to the Board on May 17, 2007. Alan Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley are currently Members of the Advisory Board of the trusts. Alan Lacy, Joseph Mauriello, David M. Thomas, and Michael E. Wiley were selected by the trusts' Governance and Nominating Committee and were appointed as Members of the Advisory Board effective January 1, 2008 (Mr. Lacy), July 1, 2007 (Mr. Mauriello), and October 1, 2007 (Messrs. Thomas and Wiley). A third-party search firm retained by the Independent Trustees recommended Messrs. Lacy, Mauriello, Thomas, and Wiley. An executive officer of FMR recommended Mr. Curvey as a nominee.

<R>Except for James C. Curvey, each of the nominees that currently is Trustee of the trusts oversees 374 funds advised by FMR or an affiliate. Mr. Curvey oversees 369 funds advised by FMR or an affiliate. </R>

In the election of Trustees, those nominees receiving the highest number of votes cast at the Meeting, provided a quorum is present, shall be elected.

Nominees you are being asked to elect as Trustees of the equity and high income Board are as follows:

Interested Nominees*:

Correspondence intended for each Interested Nominee (that is, the nominees that are interested persons (as defined in the 1940 Act)) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation**
Edward C. Johnson 3d (77)
	Year of Election or Appointment: 1984 Trustee. Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as President (2006-present), Chief Executive Officer, Chairman, and a Director of FMR LLC; Chairman and a Director of FMR; Chairman and a Director of Fidelity Research & Analysis Company (FRAC); Chairman and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001-present) and a Director of FMR Co., Inc. In addition, Mr. Johnson serves as Chairman and Director of FIL Limited. Mr. Edward C. Johnson 3d and Mr. Arthur E. Johnson are not related.
<R>James C. Curvey (72) </R>
	<R>Year of Election or Appointment: 2007 </R> <R>Trustee. Mr. Curvey also serves as a Member of the Advisory Board (2007-present) of other investment companies advised by FMR. Mr. Curvey is a Director of FMR and FMR Co., Inc. (2007-present). Mr. Curvey is also Vice Chairman (2006-present) and Director of FMR LLC. Mr. Curvey joined Fidelity in 1982 and served in numerous senior management positions, including President and Chief Operating Officer of FMR LLC (1997-2000) and President of Fidelity Strategic Investments (2000-2002). In addition, he serves as a member of the Board of Directors of Geerlings & Wade, Inc. (wine distribution). </R>

* Nominees have been determined to be "interested" by virtue of, among other things, their affiliation with the trusts or various entities under common control with FMR. FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

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

Independent Nominees:

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

Name, Age; Principal Occupation*
Dennis J. Dirks (59)
	Year of Election or Appointment: 2005 Trustee. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003). Mr. Dirks also serves as a Trustee and a member of the Finance Committee of Manhattan College (2005-present) and a Trustee and a member of the Finance Committee of AHRC of Nassau County (2006-present).
<R>Alan J. Lacy (54)</R>
	<R>Year of Election or Appointment: 2008</R> <R>Member of the Advisory Board. Mr. Lacy serves as Senior Adviser (2007-present) of Oak Hill Capital Partners, L.P. (a private equity firm). Mr. Lacy also served as Vice Chairman and Chief Executive Officer of Sears Holdings Corporation and Sears, Roebuck and Co. (retail, 2005-2006; 2000-2005). In addition, Mr. Lacy serves as a member of the Board of Directors of The Western Union Company (global money transfer, 2006-present) and Bristol-Myers Squibb (global pharmaceuticals, 2007-present). Mr. Lacy is a Trustee of the National Parks Conservation Association and The Field Museum of Natural History.</R>
Ned C. Lautenbach (64)
	Year of Election or Appointment: 2000 Trustee. Mr. Lautenbach is Chairman of the Independent Trustees (2006-present). 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. Mr. Lautenbach serves as a Director of Sony Corporation and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida. He also is a member of the Board of Trustees of Fairfield University (2005-present), as well as a member of the Council on Foreign Relations.
<R>Joseph Mauriello (63)</R>
	<R>Year of Election or Appointment: 2007</R> <R>Member of the Advisory Board. Prior to his retirement in January 2006, Mr. Mauriello served in numerous senior management positions including Deputy Chairman and Chief Operating Officer (2004-2005), and Vice Chairman of Financial Services (2002-2004) of KPMG LLP US (professional services firm, 1965-2005). Mr. Mauriello currently serves as a member of the Board of Directors of XL Capital Ltd. (global insurance and re-insurance company, 2006-present) and of Arcadia Resources Inc. (health care services and products, 2007-present). He also served as a Director of the Hamilton Funds of the Bank of New York (2006-2007).</R>
Cornelia M. Small (63)
	Year of Election or Appointment: 2005 Trustee. Ms. Small is a member (2000-present) and Chairperson (2002-present) of the Investment Committee, and a member (2002-present) 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 of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1999). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.
William S. Stavropoulos (68)
	Year of Election or Appointment: 2002 Trustee. Mr. Stavropoulos is Chairman Emeritus of the Board of Directors 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; 2002-2003), CEO (1995-2000; 2002-2004), and Chairman of the Executive Committee (2000-2004). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), Chemical Financial Corporation, Maersk Inc. (industrial conglomerate, 2002-present), Tyco International, Inc. (multinational manufacturing and services, 2007-present) and a member of the Advisory Board for Metalmark Capital (private equity investment firm, 2005-present). He is a special advisor to Clayton, Dubilier & Rice, Inc. (a private equity investment firm). 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 and the University of Notre Dame Advisory Council for the College of Science.
David M. Thomas (58)
	Year of Election or Appointment: 2007 Member of the Advisory Board. Previously, Mr. Thomas served as Executive Chairman (2005-2006) and Chairman and Chief Executive Officer (2000-2005) of IMS Health, Inc. (pharmaceutical and healthcare information solutions). In addition, Mr. Thomas serves as a member of the Board of Directors of Fortune Brands, Inc. (consumer products holding company, 2000-present), and Interpublic Group of Companies, Inc. (marketing communication, 2004-present).
<R>Michael E. Wiley (57)</R>
	<R>Year of Election or Appointment: 2007</R> <R>Member of the Advisory Board. Mr. Wiley also serves as a member of the Board of Trustees of the University of Tulsa (2000-2006; 2007-present). He serves as a Director of Tesoro Corporation (independent oil refiner and marketer, 2005-present), and a Director of Bill Barrett Corporation (exploration and production company, 2005-present). In addition, he also serves as a Director of Post Oak Bank (privately-held bank, 2004-present). Previously, Mr. Wiley served as a Sr. Energy Advisor of Katzenbach Partners, LLC (consulting firm, 2006-2007), as an Advisory Director of Riverstone Holdings (private investment firm), and Chairman, President, and CEO of Baker Hughes, Inc. (oilfield services company, 2000-2004), and as Director of Spinnaker Exploration Company (exploration and production company, 2001-2005).</R>

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

As of January 31, 2008, the Trustees and nominees for election as Trustees and the officers of each fund owned, in the aggregate, less than 1% of each fund's outstanding shares.

During the period July 1, 2006 through January 31, 2008, the holders of Voting Common Stock and Series A Preferred Stock of FMR Corp. approved the mandatory conversion of each share of Series A Preferred Stock into a proportionate amount of Non-Voting Common Stock, cash, and an interest-bearing promissory note. The conversion did not change the number of shareholders and did not result in a change in proportionate ownership among the shareholders. In transactions during the period July 1, 2006 through January 31, 2008, a trust for the benefit of Edward C. Johnson 3d and members of his family sold 1,347,747 shares of FMR Corp. securities to Massachusetts Institute of Technology, Yale University, Children's Medical Center and Fidelity Non-Profit Management Foundation for the aggregate cash consideration of $279,550,000. FMR Corp. merged with and into FMR LLC on October 1, 2007.

If elected, the Trustees will hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) a Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. Each Independent Trustee shall retire not later than the last day of the calendar year in which his or her 72^nd birthday occurs. The Independent Trustees may waive this mandatory retirement age policy with respect to individual Trustees. In case a vacancy shall for any reason exist, the remaining Trustees will fill such vacancy by appointing another Trustee, so long as, immediately after such appointment, at least two-thirds of the Trustees have been elected by shareholders. If, at any time, less than a majority of the Trustees holding office has been elected by the shareholders, the Trustees then in office will promptly call a shareholders' meeting for the purpose of electing a Board of Trustees. Otherwise, there will normally be no meeting of shareholders for the purpose of electing Trustees. Advisory Board Members hold office without limit in time except that any Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees.

<R>Each trust's Board, which is currently composed of 2 Interested Trustees and 9 Independent Trustees, met 11 times during each fund's most recent fiscal year (see Appendix A for a list of the funds' fiscal year ends). Following the implementation of the two-Board structure for all Fidelity funds, it is expected that the Trustees of the equity and high income Board will initially include 2 interested and 8 Independent Trustees, and will meet at least 9 times a year at regularly scheduled meetings. For information on the current and proposed standing committees of the funds' Trustees, refer to the section entitled "Standing Committees of the Funds' Trustees" beginning on page <Click Here>.</R>

The dollar range of equity securities beneficially owned as of December 31, 2007 by each nominee in each fund and in all funds in the aggregate within the same fund family overseen or to be overseen by the nominee is included in Appendix F.

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

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

Each funds' Declaration of Trust currently provides that a majority of the shares entitled to vote shall be a quorum for the transaction of business at a shareholders' meeting. As amended, each Declaration of Trust (Article VIII, Section 3) would reduce the quorum required to one-third of the shares entitled to vote.

Lowering the quorum requirement will facilitate holding shareholder meetings to approve important matters necessary for the conduct of a trust's business, such as the election of Trustees. When not enough shareholders vote, a trust may be forced to adjourn meetings multiple times and incur the expense of additional shareholder solicitations and proxy solicitors in order to obtain the shareholder vote necessary to hold a meeting. The reduced quorum requirement is not prohibited by Massachusetts or federal law.

Although the lower quorum requirement will allow for the approval of some matters by shareholders constituting less than a majority of the outstanding shares, certain other proposals will still require a higher number of shares to be voted to meet the threshold required to approve the proposal. For example, the Investment Company Act of 1940 (1940 Act) requires that certain items, such as management contracts and 12b-1 plans, be approved by a majority of a fund's outstanding voting securities. Under the 1940 Act, the vote of a "majority of the outstanding voting securities" means the affirmative vote of the lesser of (a) 67% or more of the voting securities present at a shareholder meeting or represented by proxy if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities. The reduced quorum requirement will not affect such matters.

Shareholders have the right to vote on any Declaration of Trust amendment affecting their right to vote or on any matter submitted to the shareholders by the Trustees. On May 17, 2007, the Trustees approved the proposed amendment and also authorized its submission to each trust's shareholders for their approval at this Meeting.

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

ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS

QUORUM AND REQUIRED VOTE

Section 3. Except when a higher quorum is required by any provision of this Declaration of Trust or the Bylaws, one-third [A majority] of Shares entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders' meeting, except that where any provision of law or of this Declaration of Trust permits or requires that holders of any Series or Class shall vote as a Series or Class then one-third [a majority] of the aggregate number of Shares of that Series or Class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that Series or Class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting, without the necessity of further notice. Except when a larger vote is required by applicable law or by any provision of this Declaration of Trust or the Bylaws, if any, a majority of the Shares voted in person or by proxy shall decide any questions and a plurality shall elect a Trustee, provided that where any provision of law or of this Declaration of Trust permits or requires that the holders of any Series or Class shall vote as a Series or Class, then a majority of the Shares of that Series or Class voted on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act by unanimous written consent. Actions taken by a Series or Class may be consented to unanimously in writing by Shareholders of that Series or Class.

Conclusion. The Board of Trustees of each trust has concluded that the proposal will benefit the trust and its shareholders. The Trustees recommend voting FOR the proposal. The amended Declaration of Trust will become effective upon shareholder approval. If the proposal is not approved by shareholders of a trust, the Declaration of Trust will remain unchanged.

<R>3. SHAREHOLDER PROPOSAL CONCERNING "PROCEDURES TO PREVENT HOLDING INVESTMENTS IN COMPANIES THAT, IN THE JUDGMENT OF THE BOARD, SUBSTANTIALLY CONTRIBUTE TO GENOCIDE OR CRIMES AGAINST HUMANITY, THE MOST EGREGIOUS VIOLATIONS OF HUMAN RIGHTS."</R>

<R>Shareholders of Fidelity Capital Appreciation Fund (for purposes of Proposal 3, the "Fund") have advised the Fund that they intend to present the following shareholder proposal at the Meeting. For the reasons set forth after the proposal, the Board of Trustees recommends a vote "AGAINST" the proposal. The Fund is not responsible for the contents of the proposal or the supporting statements. The Fund will provide the names, addresses, and shareholdings (to the Fund's knowledge) of the proponents of the shareholder proposal upon written request sent to the Secretary of the Fund, attention "Fund Shareholder Meetings," 82 Devonshire Street, Mailzone V10A, Boston, Massachusetts 02109, or by calling 1-617-563-9021 (this is an automated phone line set up to handle these requests only; if you have any questions regarding how to vote your shares, please call 1-800-544-3198).</R>

<R>WHEREAS: </R>

<R>Fidelity portfolio managers make investment decisions based on financial and legal considerations while seeming to ignore other issues. Even in the face of the most egregious violations of human rights, such as genocide, Fidelity has released no policy to prevent investments that help fund or support such human rights violations.</R>

<R>Ordinary individuals, through their investments in Fidelity, may inadvertently invest in companies funding genocide because of investment decisions made on their behalf by Fidelity. With no policy to prevent these problem investments, Fidelity may at any time increase its holdings or involve new funds in such problem investments.</R>

<R>We believe that this problem is not merely theoretical, since Fidelity was one of the largest holders of PetroChina, which, through its closely related parent, China National Petroleum Company, is providing funding that the Government of Sudan uses to conduct genocide in Darfur.</R>

<R>We believe that in the face of the most extreme human rights crises investors share responsibility to act, individually and collectively, in addition to the role and responsibility of governments.</R>

<R>We believe that investors do not want their pensions and family savings connected to genocide. In KRC Research's 2007 study, 71% of respondents said companies should take extreme cases of human rights abuses, such as genocide, into account rather than base investment decisions solely on economic criteria. Further, over 150,000 people have objected to financial firms about such problem investments. Reasonable people may disagree about what constitutes socially responsible investing, but few people want their savings to be complicit in genocide.</R>

<R>We believe that negative publicity resulting from the many national press reports and widespread consumer protests can damage the company's reputation, hurt employee morale, increase its cost to acquire customers, and reduce the shareholder base for distributing expenses, all of which can negatively impact Fidelity shareholders.</R>

<R>We see no compelling reason to invest in companies that fund genocide. We believe there are ample competitive alternatives and flexibility of investment choices, even with index funds. As noted by Gary Brinson's classic study, investment returns are affected much more by asset allocation than by individual security selections, so avoiding a small number of problem companies need not result in any significant effect on performance.</R>

<R>Investor pressure has proven effective in influencing foreign governments. The campaign against Talisman Energy contributed to the January 2005 Comprehensive Peace Agreement between Khartoum and South Sudan.</R>

<R>RESOLVED:</R>

<R>Shareholders request that the Board institute procedures to prevent holding investments in companies that, in the judgment of the Board, substantially contribute to genocide or crimes against humanity, the most egregious violations of human rights.</R>

<R>DISCUSSION:</R>

<R>In addition to preventing future investments in problem companies, the proposal calls for corrective action to address existing investments in problem companies. If the fund can effectively influence the problem company's management, then this may be an appropriate action. If not, the security should be sold.</R>

<R>4. SHAREHOLDER PROPOSAL CONCERNING "OVERSIGHT PROCEDURES TO SCREEN OUT INVESTMENTS IN COMPANIES THAT, IN THE JUDGMENT OF THE BOARD, SUBSTANTIALLY CONTRIBUTE TO GENOCIDE, PATTERNS OF EXTRAORDINARY AND EGREGIOUS VIOLATIONS OF HUMAN RIGHTS, OR CRIMES AGAINST HUMANITY."</R>

<R>Certain shareholders of Fidelity Growth Company Fund, Fidelity Magellan Fund, and Fidelity Value Fund (for purposes of Proposal 4, each a "Fund") have advised the Funds that they intend to present the following shareholder proposal at the Meeting. For the reasons set forth after the proposal, the Board of Trustees recommends a vote "AGAINST" the proposal. No Fund is responsible for the contents of the proposal or the supporting statements. A Fund will provide the names, addresses, and shareholdings (to the Fund's knowledge) of the proponents of a shareholder proposal upon written request sent to the Secretary of the Fund, attention "Fund Shareholder Meetings," 82 Devonshire Street, Mailzone V10A, Boston, Massachusetts 02109, or by calling 1-617-563-9021 (this is an automated phone line set up to handle these requests only; if you have any questions regarding how to vote your shares, please call 1-800-544-3198).</R>

<R>WHEREAS:</R>

<R>Fidelity portfolio managers make their investment decisions based on business and financial considerations, and seem to ignore other issues unless they conflict with legal standards. Even in the face of the most egregious violations of human rights, apparently no ethical guidelines regulate Fidelity portfolio manager's investment choices.</R>

<R>As of August 2007, Fidelity was one of the world's largest holders of PetroChina shares. We believe PetroChina's closely related parent, the China National Petroleum Company, is providing funding the Government of Sudan's military needs to conduct genocide in Darfur.</R>

<R>Thus, ordinary individuals, through their investments in Fidelity, inadvertently invest in companies funding genocide. Since no policy prevents these investments, holdings in these problem companies may increase or involve new offerings in the future.</R>

<R>In a 2007 study by KRC Research, 71% of respondents said companies should take extreme cases of human rights abuses such as genocide into account rather than base investment decisions solely on economic criteria.</R>

<R>In our opinion Fidelity has become a symbol of investor irresponsibility by refusing to consider even extreme ethical issues when making investment decisions. Its damaged reputation can impact employee morale, increase its cost to acquire customers, reduce the shareholder base for distributing expenses, and diminish the value of shareholder investments.</R>

<R>There is no compelling reason to invest in companies that fund genocide. There are ample alternative opportunities for investment and the firm's returns are more impacted by overall asset allocation, sector, and style choices than the individual companies selected.</R>

<R>Repeated attempts to engage Fidelity on this issue have not resulted in policy changes or recognized standards of ethical responsibility.</R>

<R>Stock divestment has proven effective at modifying policies of foreign governments. For example, the campaign against Talisman Energy contributed to the January 2005 Comprehensive Peace Agreement between Khartoum and South Sudan.</R>

<R>RESOLVED:</R>

<R>In order to ensure that Fidelity is an ethically managed company that respects the spirit of international law and is a responsible member of society, shareholders request that the Board institute oversight procedures to screen out investments in companies that, in the judgment of the Board, substantially contribute to genocide, patterns of extraordinary and egregious violations of human rights, or crimes against humanity. </R>

<R>DISCUSSION:</R>

<R>This resolution requests procedures to avoid future investments in companies complicit in genocide. Funds with existing investments in problem companies have two acceptable options. If the holding is substantial enough that the fund can effectively influence the problem company's management and the company is receptive to engagement then this may be appropriate, if the holding is relatively small or the problem company does not respond adequately to engagement efforts, then shares should be sold.</R>

<R>Statement of Opposition</R>

<R>The Fidelity Funds Board of Trustees recommends that you vote "AGAINST" this proposal.</R>

<R>Fidelity, as investment adviser to the Fund, seeks to achieve the best investment results for the Fund consistent with the stated investment policies of the Fund. In doing so, Fidelity is obligated to limit the Fund's investments to holdings that are lawful under the laws of the United States. The Fidelity Funds Board of Trustees has procedures in place to review Fidelity's performance as investment adviser to the Fund, including the Fund's compliance with all applicable laws. </R>

<R>United States law prohibits investments in companies owned or controlled by the government of Sudan. FMR is committed to complying fully with these investment sanctions and any additional investment sanctions that the United States government might enact with respect to companies doing business in Sudan or any other country. </R>

<R>The Fidelity Funds Board of Trustees recognizes and respects that investors, including those investing in this Fund, have other investment opportunities open to them should they wish to avoid investments in certain companies or countries. Shareholders of the Fund, however, have chosen to invest in this Fund based on its specific stated investment policies. If adopted, this proposal would limit investments by the Fund that would be lawful under the laws of the United States. For this reason, the Board of Trustees recommends that you vote "AGAINST" this proposal. </R>

OTHER BUSINESS

The Board knows of no other business to be brought before the Meeting. However, if any other matters properly come before the Meeting, it is the intention that proxies that do not contain specific instructions to the contrary will be voted on such matters in accordance with the judgment of the persons therein designated.

ADVISORY BOARD MEMBERS AND EXECUTIVE OFFICERS OF THE FUNDS**

<R>Alan J. Lacy, Peter S. Lynch, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley, and David M. Thomas are currently Members of the Advisory Board of the trusts. The executive officers of the funds include: Walter C. Donovan, Bruce T. Herring, Brian Hogan, Robert A. Lawrence, Eric D. Roiter, John B. McGinty, Jr., R. Stephen Ganis, Joseph B. Hollis, Kenneth A. Rathgeber, Bryan A. Mehrmann, Kimberley H. Monasterio, Peter L. Lydecker, Paul M. Murphy, Kenneth B. Robins, Robert G. Byrnes, and Gary W. Ryan. Additional information about Alan J. Lacy, Joseph Mauriello, Michael E. Wiley, and David M. Thomas can be found in Proposal 1. Additional information about Messrs. Arthur E. Johnson and Lynch, and other executive officers of the funds, can be found in the following table. </R>

The executive officers and Advisory Board Members hold office without limit in time, except that any officer may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109. Correspondence intended for Alan J. Lacy, Arthur E. Johnson, Joseph Mauriello, Michael E. Wiley, and David M. Thomas may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation*
Arthur E. Johnson (61)
	Year of Election or Appointment: 2008 Member of the Advisory Board. Mr. Johnson serves as Senior Vice President of Corporate Strategic Development of Lockheed Martin Corporation (defense contractor). In addition, Mr. Johnson serves as a member of the Board of Directors of AGL Resources, Inc. (holding company, 2002-present), and IKON Office Solutions, Inc. (document management systems and services). Mr. Arthur E. Johnson and Mr. Edward C. Johnson 3d are not related.
Peter S. Lynch (64)
	Year of Election or Appointment: 2003 Member of the Advisory Board. Mr. Lynch is Vice Chairman and a Director of FMR, and Vice Chairman (2001-present) and a Director of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). In addition, he serves as a Trustee of Boston College and as the Chairman of the Inner-City Scholarship Fund.
Kimberley H. Monasterio (44)
	Year of Election or Appointment: 2007 President and Treasurer. Ms. Monasterio is an employee of FMR (2004-present). Previously, Ms. Monasterio served as Deputy Treasurer of the Fidelity funds (2004-2006). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).
Walter C. Donovan (45)
	Year of Election or Appointment: 2007 Vice President of Fidelity's Equity Funds. Mr. Donovan also serves as Executive Vice President of FMR (2005-present) and FMR Co., Inc. (2005-present). Previously, Mr. Donovan served as Vice President of Fidelity's High Income Funds (2005-2007), Fixed-Income Funds (2005-2006), certain Asset Allocation Funds (2005-2006), certain Balanced Funds (2005-2006), and as Vice President and Director of Fidelity's International Equity Trading group (1998-2005).
Bruce T. Herring (42)
	Year of Election or Appointment: 2007 Vice President of Fidelity's Small Cap, Mid Cap, Growth and Value Equity Funds. Mr. Herring is Senior Vice President of FMR (2006-present) and Vice President of FMR Co., Inc. (2001-present). Previously, Mr. Herring served as a portfolio manager for Fidelity U.S. Equity Funds (2001-2005).
Robert A. Lawrence (55)
	Year of Election or Appointment: 2006 Vice President of Fidelity's High Income Funds. Mr. Lawrence is Senior Vice President of FMR (2006-present) and FMR Co., Inc. (2006-present). Previously, Mr. Lawrence served as President of Fidelity Strategic Investments (2002-2005).
Eric D. Roiter (59)
	Year of Election or Appointment: 1998 Secretary. He also serves as Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; and Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Research & Analysis Company (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present). Previously, Mr. Roiter served as Vice President and Secretary of Fidelity Distributors Corporation (1998-2005).
<R>John McGinty (45)</R>
	<R>Year of Election or Appointment: 2008</R> <R>Assistant Secretary. Mr. McGinty is an employee of FMR.</R> <R>Assistant Secretary. Mr. McGinty also serves as Assistant Secretary of other Fidelity funds (2008-present) and is an employee of FMR LLC (2004-present). Mr. McGinty also serves as Senior Vice President, Secretary, and Chief Legal Officer of FDC (2007-present). Before joining Fidelity Investments, Mr. McGinty practiced law at Ropes & Gray, LLP.</R>
R. Stephen Ganis (41)
	Year of Election or Appointment: 2007 Anti-Money Laundering (AML) officer. Mr. Ganis also serves as AML officer of FMR LLC (2003-present). Before joining Fidelity Investments, Mr. Ganis practiced law at Goodwin Procter, LLP (2000-2002).
Joseph B. Hollis (59)
	Year of Election or Appointment: 2006 Chief Financial Officer. Mr. Hollis is President of Fidelity Pricing and Cash Management Services (FPCMS) (2005-present). Mr. Hollis also serves as President and Director of Fidelity Service Company, Inc. (2006-present). Previously, Mr. Hollis served as Senior Vice President of Cash Management Services (1999-2002) and Investment Management Operations (2002-2005).
Kenneth A. Rathgeber (60)
	Year of Election or Appointment: 2004 Chief Compliance Officer. Mr. Rathgeber also serves as Executive Vice President of Risk Oversight for Fidelity Investments (2002-present). He is Chief Compliance Officer of FMR (2005-present), FMR Co., Inc. (2005-present), Fidelity Management & Research (U.K.) Inc. (2005-present), Fidelity Research & Analysis Company (2005-present), Fidelity Investments Money Management, Inc. (2005-present), and Strategic Advisers, Inc. (2005-present). Previously, Mr. Rathgeber served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).
Bryan A. Mehrmann (46)
	Year of Election or Appointment: 2005 Deputy Treasurer. Mr. Mehrmann is an employee of FMR. Previously, Mr. Mehrmann served as Vice President of Fidelity Investments Institutional Services Group (FIIS)/Fidelity Investments Institutional Operations Corporation, Inc. (FIIOC) Client Services (1998-2004).
Kenneth B. Robins (38)
	Year of Election or Appointment: 2005 Deputy Treasurer. Mr. Robins is an employee of FMR (2004-present). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).
Robert G. Byrnes (41)
	Year of Election or Appointment: 2005 Assistant Treasurer. Mr. Byrnes is an employee of FMR (2005-present). Previously, Mr. Byrnes served as Vice President of FPCMS (2003-2005). Before joining Fidelity Investments, Mr. Byrnes worked at Deutsche Asset Management where he served as Vice President of the Investment Operations Group (2000-2003).
Peter L. Lydecker (54)
	Year of Election or Appointment: 2004 Assistant Treasurer. Mr. Lydecker is an employee of FMR.
Paul M. Murphy (60)
	Year of Election or Appointment: 2007 Assistant Treasurer. Mr. Murphy is an employee of FMR.
Gary W. Ryan (49)
	Year of Election or Appointment: 2005 Assistant Treasurer. Mr. Ryan is an employee of FMR (2005-present). Previously, Mr. Ryan served as Vice President of Fund Reporting in FPCMS (1999-2005).

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

** FMR Corp. merged with and into FMR LLC on October 1, 2007. Any references to FMR LLC for prior periods are deemed to be references to the prior entity.

STANDING COMMITTEES OF THE FUNDS' TRUSTEES

Correspondence intended for each Independent Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each Interested Trustee may be sent to the attention of the individual Trustee or to the Board of Trustees at Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts, 02109. The current process for collecting and organizing shareholder communications requires that the Board of Trustees receive copies of all communications addressed to it. All communications addressed to the Board of Trustees or any individual Trustee are logged and sent to the Board or individual Trustee. The funds do not hold annual meetings and therefore do not have a policy with regard to Trustees' attendance at such meetings. However, as a matter of practice, at least one Trustee attends special meetings.

The Board of Trustees has established various committees to support the Independent Trustees in acting independently in pursuing the best interests of the Fidelity funds and their shareholders. The committees facilitate the timely and efficient consideration of all matters of importance to Independent Trustees, each fund, and fund shareholders and facilitate compliance with legal and regulatory requirements. Currently, the Board of Trustees has 12 standing committees. The members of each committee are Independent Trustees. In connection with implementing a two-Board structure, it is expected that the equity and high income Board will have a similar committee structure, except that the Board will not have the following two committees: Fixed-Income Contract and Fund Oversight: Fixed-Income and Asset Allocation. See Appendix H for the number of meetings each standing committee held during each fund's last fiscal year.

The Operations Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair. The committee normally meets monthly (except August), or more frequently as called by the Chair, and serves as a forum for consideration of issues of importance to, or calling for particular determinations by, the Independent Trustees. The committee also considers matters involving potential conflicts of interest between the funds and FMR and its affiliates and reviews proposed contracts and the proposed continuation of contracts between the Fidelity funds and FMR and its affiliates, and annually reviews and makes recommendations regarding contracts with third parties unaffiliated with FMR, including insurance coverage and custody agreements. The committee also monitors additional issues including the nature, levels and quality of services provided to shareholders, significant litigation, and the voting of proxies of portfolio companies. The committee also has oversight of compliance issues not specifically within the scope of any other committee. The committee is also responsible for definitive action on all compliance matters involving the potential for significant reimbursement by FMR.

The Fair Value Oversight Committee is composed of all of the Independent Trustees, with Mr. Lautenbach currently serving as Chair. The committee normally meets quarterly, or more frequently as called by the Chair. The Fair Value Oversight Committee monitors and establishes policies concerning procedures and controls regarding the valuation of fund investments and monitors matters of disclosure to the extent required to fulfill its statutory responsibilities. The committee also reviews actions taken by FMR's Fair Value Committee.

The Board of Trustees has established three Fund Oversight Committees: the Equity I Committee (composed of Ms. Small (Chair) and Mr. Dirks), the Equity II Committee (composed of Messrs. Stavropoulos (Chair) and Lautenbach), and the Fixed-Income and Asset Allocation Committee (composed Messrs. Wolfe (Chair), Gamper, and Keyes, Dr. Heilmeier and Ms. Knowles). Each committee normally meets in conjunction with in-person meetings of the Board of Trustees, or more frequently as called by the Chair of the respective committee. Each committee develops an understanding of and reviews the investment objectives, policies, and practices of each fund under its oversight. Each committee also monitors investment performance, compliance by each relevant Fidelity fund with its investment policies and restrictions and reviews appropriate benchmarks, competitive universes, unusual or exceptional investment matters, the personnel and other resources devoted to the management of each fund and all other matters bearing on each fund's investment results. The Fixed-Income and Asset Allocation Committee also receives reports required under Rule 2a-7 of the 1940 Act and has oversight of research bearing on credit quality, investment structures and other fixed-income issues. The Equity I Committee has oversight of FMR's equity investment research. Each committee will review and recommend any required action to the Board in respect of specific funds, including new funds, changes in fundamental and non-fundamental investment policies and restrictions, partial or full closing to new investors, fund mergers, fund name changes, and liquidations of funds. The members of each committee may organize working groups to make recommendations concerning issues related to funds that are within the scope of the committee's review. These working groups report to the committee or to the Independent Trustees, or both, as appropriate. Each working group may request from FMR such information from FMR as may be appropriate to the working group's deliberations. Prior to November 2007, the three Fund Oversight Committees were the Equity Committee; the Fixed-Income, International, and Special Committee; and the Select and Asset Allocation Committee.

The Board of Trustees has established two Fund Contract Committees: the Equity Contract Committee (composed of Messrs. Stavropoulos (Chair), Dirks, Lautenbach, and Ms. Small) and the Fixed-Income Contract Committee (composed of Messrs. Wolfe (Chair), Gamper, and Keyes, Dr. Heilmeier, and Ms. Knowles). Each committee will ordinarily meet as needed to consider matters related to the renewal of fund investment advisory agreements. The committees will assist the Independent Trustees in their consideration of investment advisory agreements of each fund. Each committee receives information on and makes recommendations concerning the approval of investment advisory agreements between the Fidelity funds and FMR and its affiliates and any non-FMR affiliate that serves as a sub-adviser to a Fidelity fund (collectively, "investment advisers") and the annual review of these contracts. The Fixed-Income Contract Committee is responsible for investment advisory agreements of the fixed-income funds. The Equity Contract Committee is responsible for the investment advisory agreements of all other funds. With respect to each fund under its purview, each committee: requests and receives information on the nature, extent, and quality of services provided to the shareholders of the Fidelity funds by the investment advisers and their respective affiliates, fund performance, the investment performance of the investment adviser, and such other information as the committee determines to be reasonably necessary to evaluate the terms of the investment advisory agreements; considers the cost of the services to be provided and the profitability and other benefits that the investment advisers and their respective affiliates derive or will derive from their contractual arrangements with each of the funds (including tangible and intangible "fall-out benefits"); considers the extent to which economies of scale would be realized as the funds grow and whether fee levels reflect those economies of scale for the benefit of fund investors; considers methodologies for determining the extent to which the funds benefit from economies of scale and refinements to these methodologies; considers information comparing the services to be rendered and the amount to be paid under the funds' contracts with those under other investment advisory contracts entered into with FMR and its affiliates and other investment advisers, such as contracts with other registered investment companies or other types of clients; considers such other matters and information as may be necessary and appropriate to evaluate investment advisory agreements of the funds; and makes recommendations to the Board concerning the approval or renewal of investment advisory agreements. Each committee will consult with the other committees of the Board of Trustees, and in particular with the Audit Committee and the applicable Fund Oversight Committees, in carrying out its responsibilities. Each committee's responsibilities are guided by Sections 15(c) and 36(b) of the 1940 Act. While each committee consists solely of Independent Trustees, its meetings may, depending upon the subject matter, be attended by one or more senior members of FMR's management or representatives of a sub-adviser not affiliated with FMR.

The Shareholder, Distribution and Brokerage Committee is composed of Messrs. Dirks (Chair), Gamper, and Stavropoulos, and Ms. Small. The committee normally meets monthly (except August), or more frequently as called by the Chair. Regarding shareholder services, the committee considers the structure and amount of the Fidelity funds' transfer agency fees and fees, including direct fees to investors (other than sales loads), such as bookkeeping and custodial fees, and the nature and quality of services rendered by FMR and its affiliates or third parties (such as custodians) in consideration of these fees. The committee also considers other non-investment management services rendered to the Fidelity funds by FMR and its affiliates, including pricing and bookkeeping services. Regarding brokerage, the committee monitors and recommends policies concerning the securities transactions of the Fidelity funds. The committee periodically reviews the policies and practices with respect to efforts to achieve best execution, commissions paid to firms supplying research and brokerage services or paying fund expenses, and policies and procedures designed to assure that any allocation of portfolio transactions is not influenced by the sale of Fidelity fund shares. The committee also monitors brokerage and other similar relationships between the Fidelity funds and firms affiliated with FMR that participate in the execution of securities transactions. Regarding the distribution of fund shares, the committee considers issues bearing on the various distribution channels employed by the Fidelity funds, including issues regarding Rule 18f-3 plans and related consideration of classes of shares, sales load structures (including breakpoints), load waivers, selling concessions, and service charges paid to intermediaries, Rule 12b-1 plans, contingent deferred sales charges, and finders' fees, and other means by which intermediaries are compensated for selling fund shares or providing shareholder servicing, including revenue sharing. The committee also considers issues bearing on the preparation and use of advertisements and sales literature for the Fidelity funds, policies and procedures regarding frequent purchase of Fidelity fund shares, and selective disclosure of portfolio holdings.

The Audit Committee is composed of Ms. Knowles (Chair), Dr. Heilmeier, and Messrs. Keyes and Wolfe. All committee members must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement, and cash flow statement. At least one committee member will be an "audit committee financial expert" as defined by the Securities and Exchange Commission (SEC). The committee will have at least one committee member in common with the Compliance Committee. The committee normally meets monthly (except August), or more frequently as called by the Chair. The committee meets separately at least four times a year with the Fidelity funds' Treasurer, with personnel responsible for the internal audit function of FMR LLC, and with the Fidelity funds' outside auditors. The committee has direct responsibility for the appointment, compensation, and oversight of the work of the outside auditors employed by the Fidelity funds. The committee assists the Trustees in overseeing and monitoring: (i) the systems of internal accounting and financial controls of the Fidelity funds and the funds' service providers, (ii) the financial reporting processes of the Fidelity funds, (iii) the independence, objectivity, and qualification of the auditors to the Fidelity funds, (iv) the annual audits of the Fidelity funds' financial statements, and (v) the accounting policies and disclosures of the Fidelity funds. The committee considers and acts upon (i) the provision by any outside auditor of any non-audit services for any Fidelity fund, and (ii) the provision by any outside auditor of certain non-audit services to Fidelity fund service providers and their affiliates to the extent that such approval (in the case of this clause (ii)) is required under applicable regulations of the SEC. In furtherance of the foregoing, the committee has adopted (and may from time to time amend or supplement) and provides oversight of policies and procedures for non-audit engagements by outside auditors of the Fidelity funds. It is responsible for approving all audit engagement fees and terms for the Fidelity funds, resolving disagreements between a fund and any outside auditor regarding any fund's financial reporting, and has sole authority to hire and fire any auditor. Auditors of the funds report directly to the committee. The committee will obtain assurance of independence and objectivity from the outside auditors, including a formal written statement delineating all relationships between the auditor and the Fidelity funds and any service providers consistent with Independent Standards Board Standard No. 1. The committee will receive reports of compliance with provisions of the Auditor Independence Regulations relating to the hiring of employees or former employees of the outside auditors. It oversees and receives reports on the Fidelity funds' service providers' internal controls and reviews the adequacy and effectiveness of the service providers' accounting and financial controls, including: (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Fidelity funds' ability to record, process, summarize, and report financial data; (ii) any change in the fund's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the fund's internal control over financial reporting; and (iii) any fraud, whether material or not, that involves management or other employees who have a significant role in the Fidelity funds' or service providers' internal controls over financial reporting. The committee will review with counsel any legal matters that may have a material impact on the Fidelity funds' financial statements and any material reports or inquiries received from regulators or governmental agencies. These matters may also be reviewed by the Compliance Committee or the Operations Committee. The Chair of the Audit Committee will coordinate with the Chair of the Compliance Committee, as appropriate. The committee reviews at least annually a report from each outside auditor describing any material issues raised by the most recent internal quality control, peer review, or Public Company Accounting Oversight Board examination of the auditing firm and any material issues raised by any inquiry or investigation by governmental or professional authorities of the auditing firm and in each case any steps taken to deal with such issues. The committee will oversee and receive reports on the Fidelity funds' financial reporting process, will discuss with FMR, the Fidelity funds' Treasurer, outside auditors and, if appropriate, internal audit personnel of FMR LLC their qualitative judgments about the appropriateness and acceptability of accounting principles and financial disclosure practices used or proposed for adoption by the Fidelity funds, and will review with FMR, the Fidelity funds' Treasurer, outside auditor, and internal auditor personnel of FMR LLC (to the extent relevant) the results of audits of the Fidelity funds' financial statements. The committee will review periodically the Fidelity funds' major internal controls exposures and the steps that have been taken to monitor and control such exposures.

The Governance and Nominating Committee is composed of Messrs. Lautenbach (Chair), Stavropoulos, and Wolfe. The committee meets as called by the Chair. A current copy of the Governance and Nominating Committee Charter With Respect to Nominations of Independent Trustees is available on Fidelity's website (www.fidelity.com) and is attached as Exhibit 1 to this proxy. With respect to fund governance and board administration matters, the committee periodically reviews procedures of the Board of Trustees and its committees (including committee charters) and periodically reviews compensation of Independent Trustees. The committee monitors corporate governance matters and makes recommendations to the Board of Trustees on the frequency and structure of the Board of Trustee meetings and on any other aspect of Board procedures. It acts as the administrative committee under the retirement plan for Independent Trustees who retired prior to December 30, 1996 and under the fee deferral plan for Independent Trustees. It reviews the performance of legal counsel employed by the Fidelity funds and the Independent Trustees. On behalf of the Independent Trustees, the committee will make such findings and determinations as to the independence of counsel for the Independent Trustees as may be necessary or appropriate under applicable regulations or otherwise. The committee is also responsible for Board administrative matters applicable to Independent Trustees, such as expense reimbursement policies and compensation for attendance at meetings, conferences and other events. The committee monitors compliance with, acts as the administrator of, and makes determinations in respect of, the provisions of the code of ethics and any supplemental policies regarding personal securities transactions applicable to the Independent Trustees. The committee monitors the functioning of each Board committee and makes recommendations for any changes, including the creation or elimination of standing or ad hoc Board committees. The committee monitors regulatory and other developments to determine whether to recommend modifications to the committee's responsibilities or other Trustee policies and procedures in light of rule changes, reports concerning "best practices" in corporate governance and other developments in mutual fund governance. The committee meets with Independent Trustees at least once a year to discuss matters relating to fund governance. The committee recommends that the Board establish such special or ad hoc Board committees as may be desirable or necessary from time to time in order to address ethical, legal, or other matters that may arise. The committee also oversees the annual self-evaluation of the Board of Trustees and establishes procedures to allow it to exercise this oversight function. In conducting this oversight, the committee shall address all matters that it considers relevant to the performance of the Board of Trustees and shall report the results of its evaluation to the Board of Trustees, including any recommended amendments to the principles of governance, and any recommended changes to the Fidelity funds' or the Board of Trustees' policies, procedures, and structures. The committee reviews periodically the size and composition of the Board of Trustees as a whole and recommends, if necessary, measures to be taken so that the Board of Trustees reflects the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole and contains at least the minimum number of Independent Trustees required by law. The committee makes nominations for the election or appointment of Independent Trustees and non-management Members of any Advisory Board, and for membership on committees. The committee shall have authority to retain and terminate any third-party advisers, including authority to approve fees and other retention terms. Such advisers may include search firms to identify Independent Trustee candidates and board compensation consultants. The committee recently retained a third-party search firm, which received a fee to compile a list of candidates based upon criteria established by the Independent Trustees. The committee may conduct or authorize investigations into or studies of matters within the committee's scope of responsibilities, and may retain, at the Fidelity funds' expense, such independent counsel or other advisers as it deems necessary. The committee will consider nominees to the Board of Trustees recommended by shareholders based upon the criteria applied to candidates presented to the committee by a search firm or other source. Recommendations, along with appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity funds, should be submitted to the Chair of the committee at the address maintained for communications with Independent Trustees. If the committee retains a search firm, the Chair will generally forward all such submissions to the search firm for evaluation. With respect to the criteria for selecting Independent Trustees, it is expected that all candidates will possess the following minimum qualifications: (i) unquestioned personal integrity; (ii) not an interested person of FMR or its affiliates within the meaning of the 1940 Act; (iii) does not have a material relationship (e.g., commercial, banking, consulting, legal, or accounting) that could create an appearance of lack of independence in respect of FMR and its affiliates; (iv) has the disposition to act independently in respect of FMR and its affiliates and others in order to protect the interests of the funds and all shareholders; (v) ability to attend 11 meetings per year; (vi) demonstrates sound business judgment gained through broad experience in significant positions where the candidate has dealt with management, technical, financial, or regulatory issues; (vii) sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity funds; (viii) experience on corporate or other institutional oversight bodies having similar responsibilities, but which board memberships or other relationships could not result in business or regulatory conflicts with the funds; and (ix) capacity for the hard work and attention to detail that is required to be an effective Independent Trustee in light of the Fidelity funds' complex regulatory, operational, and marketing setting. The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee.

The Board of Trustees established the Compliance Committee (composed of Ms. Small (Chair), Ms. Knowles, and Messrs. Stavropoulos and Wolfe) in May 2005. The committee normally meets quarterly, or more frequently as called by the Chair. The committee oversees the administration and operation of the compliance policies and procedures of the Fidelity funds and their service providers as required by Rule 38a-1 of the 1940 Act. The committee is responsible for the review and approval of policies and procedures relating to (i) provisions of the Code of Ethics, (ii) anti-money laundering requirements, (iii) compliance with investment restrictions and limitations, (iv) privacy, (v) recordkeeping, and (vi) other compliance policies and procedures which are not otherwise delegated to another committee. The committee has responsibility for recommending to the Board the designation of a Chief Compliance Officer (CCO) of the Fidelity funds. The committee serves as the primary point of contact between the CCO and the Board, it oversees the annual performance review and compensation of the CCO, and if required, makes recommendations to the Board with respect to the removal of the appointed CCO. The committee receives reports of significant correspondence with regulators or governmental agencies, employee complaints or published reports which raise concerns regarding compliance matters, and copies of significant non-routine correspondence with the SEC. The committee receives reports from the CCO including the annual report concerning the funds' compliance policies as required by Rule 38a-1, quarterly reports in respect of any breaches of fiduciary duty or violations of federal securities laws, and reports on any other compliance or related matters that may have a significant impact on the funds. The committee will recommend to the Board, what actions, if any, should be taken with respect to such reports.

The Proxy Voting Committee is composed of Messrs. Gamper (Chair), Dirks, and Keyes. The committee will meet as needed to review the fund's proxy voting policies, consider changes to the policies, and review the manner in which the policies have been applied. The committee will receive reports on the manner in which proxy votes have been cast under the proxy voting policies and reports on consultations between the fund's investment advisers and portfolio companies concerning matters presented to shareholders for approval. The committee will address issues relating to the fund's annual voting report filed with the SEC. The committee will receive reports concerning the implementation of procedures and controls designed to ensure that the proxy voting policies are implemented in accordance with their terms. The committee will consider FMR's recommendations concerning certain non-routine proposals not covered by the proxy voting policies. The committee will receive reports with respect to steps taken by FMR to assure that proxy voting has been done without regard to any other FMR relationships, business or otherwise, with that portfolio company. The committee will make recommendations to the Board concerning the casting of proxy votes in circumstances where FMR has determined that, because of a conflict of interest, the proposal to be voted on should be reviewed by the Board. The Board of Trustees established the current Proxy Voting Committee in January 2006.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

The firm of PricewaterhouseCoopers LLP (PwC) or Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, "Deloitte Entities"), has been selected as the independent registered public accounting firm for the funds, as indicated in Appendix A. PwC and Deloitte Entities, in accordance with Independence Standards Board Standard No. 1 (ISB No.1), have confirmed to the Audit Committee of each trust, as applicable, that they are the independent registered public accounting firms with respect to the funds.

The independent registered public accounting firm examines annual financial statements for the funds and provides other audit-related, non-audit, and tax-related services to the funds. Representatives of PwC and Deloitte Entities are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence.

Each trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firms relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

Each trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Audit Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity fund and any non-audit service provided by a fund auditor to FMR and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

Each trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC and Deloitte Entities to Fund Service Providers to be compatible with maintaining the independence of PwC and Deloitte Entities in their audit of the funds, taking into account representations from PwC and Deloitte Entities, in accordance with ISB No.1, regarding their independence from the funds and their related entities.

Audit Fees. For each fund's last two fiscal years, the aggregate Audit Fees billed by PwC or Deloitte Entities for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for each fund and for all funds in the Fidelity Group of Funds are shown in Appendix I.

Audit-Related Fees. In each fund's last two fiscal years, no aggregate Audit-Related fees were billed by PwC or Deloitte Entities for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees.

In each fund's last two fiscal years, no aggregate Audit-Related Fees were billed by PwC and Deloitte Entities that were required to be approved by the Audit Committee for services rendered on behalf of the Fund Service Providers for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

There were no amounts that were approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of any fund. There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

Tax Fees. In each fund's last two fiscal years, the aggregate Tax Fees billed by PwC or Deloitte Entities for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in Appendix J.

In each fund's last two fiscal years, no aggregate Tax Fees were billed by PwC or Deloitte Entities, as applicable, that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

There were no amounts that were approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of any fund.

There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

All Other Fees. In each of the funds' last two fiscal years, the aggregate Other Fees billed by PwC or Deloitte Entities for all other non-audit services rendered to the funds is shown in Appendix K.

In each of the funds' last two fiscal years, the aggregate Other Fees billed by PwC or Deloitte Entities that were required to be approved by a trust's Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in Appendix L.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund. There were no amounts that were approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of any fund.

There were no amounts that were required to be approved by a trust's Audit Committee pursuant to the de minimis exception for the last two fiscal years on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of any fund.

<R>For each fund's last two fiscal years, the aggregate fees billed by PwC and Deloitte Entities, for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in Appendix M.</R>

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

The trusts do not hold annual shareholder meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send their written proposals to the Secretary of the Trust, 82 Devonshire Street, Boston, Massachusetts 02109. Proposals must be received a reasonable time prior to the date of a meeting of shareholders to be considered for inclusion in the proxy materials for the meeting. Timely submission of a proposal does not, however, necessarily mean the proposal will be included. Persons named as proxies for any subsequent shareholder meeting will vote in their discretion with respect to proposals submitted on an untimely basis.

NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES

<R>Please advise the trusts, in care of Fidelity Investments Institutional Operations Company, Inc., 100 Salem St., Smithfield, RI, 02197, whether other persons are beneficial owners of shares for which proxies are being solicited and, if so, the number of copies of the Proxy Statement and Annual Reports you wish to receive in order to supply copies to the beneficial owners of the respective shares.</R>

EXHIBIT 1

GOVERNANCE AND NOMINATING COMMITTEE CHARTER
WITH RESPECT TO NOMINATIONS OF INDEPENDENT TRUSTEES

This charter relates to the responsibilities of the Governance and Nominating Committee in connection with the nomination of Independent Trustees.

The Governance and Nominating Committee will consist solely of Independent Trustees. The Chair of the Independent Trustees will be the Chair of the Committee. If a Vice Chair of the Independent Trustees has been designated, such Vice Chair will normally serve on the Committee. The Committee will meet as called by the Chair. A quorum will include at least two Independent Trustees.

The Committee will make nominations for the appointment or election of Independent Trustees in accordance with the Independent Trustee's Statement of Policy on Criteria for Selecting Independent Trustees ("Statement of Policy") (attached as Appendix A). The selection of Independent Trustees will be committed solely to the discretion of the Independent Trustees; persons so selected will be "disinterested" in terms of both the letter and spirit of the Investment Company Act. The Committee will also make nominations for the appointment of any non-management member of any Advisory Board.

The Committee will periodically review the Statement of Policy, which may from time to time be revised by vote of a majority of Independent Trustees upon the recommendation of the Governance and Nominating Committee.

The Committee will have sole authority to retain and terminate any search firm used to identify Independent Trustee candidates, including sole authority to approve such firm's fees and other retention terms.

The Committee will consider Independent Trustee candidates recommended by Fund shareholders. Any such candidates will be considered based upon the criteria applied to candidates presented to the Committee by a search firm or other sources, as set forth in the Statement of Policy. The names of such candidates should be submitted to the Chairman of the Committee in writing at the address maintained for communications with Independent Trustees. The submission should be accompanied by appropriate background material concerning the candidate that demonstrates his or her ability to serve as an Independent Trustee of the Fidelity Funds. If the Committee retains a search firm, the Chairman will forward all such submissions to the search firm for evaluation.

APPENDIX A TO EXHIBIT 1

December 2003

STATEMENT OF POLICY ON CRITERIA
FOR SELECTING INDEPENDENT TRUSTEES

The Governance and Nominating Committee of the Board of Trustees of the Fidelity Funds has adopted this Statement of Policy to memorialize its views as to the appropriate criteria for selecting Independent Trustees of the Funds. This Statement has been prepared in connection with filling vacancies among the Independent Trustees that are expected to arise through the end of 2004.

The Governance and Nominating Committee expects that all candidates will have the following characteristics:

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

The Governance and Nominating Committee may determine that a candidate who does not have the type of previous experience or knowledge referred to above should nevertheless be considered as a nominee if the Governance and Nominating Committee finds that the candidate has additional qualifications such that his or her qualifications, taken as a whole, demonstrate the same level of fitness to serve as an Independent Trustee.

The following characteristics are desirable, but not mandatory:

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

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

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

APPENDIX A

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

TRUSTS/Funds	FYE
FIDELITY CAPITAL TRUST
Capital Appreciation2	10/31
Disciplined Equity2	10/31
Focused Stock2	10/31
Small Cap Independence1,3	10/31
Stock Selector3	10/31
Value2	10/31
FIDELITY FINANCIAL TRUST
Convertible Securities2	11/30
Equity-Income II2	11/30
Independence2	11/30
FIDELITY HASTINGS STREET TRUST
Growth Discovery2	6/30
<R>Fidelity Fifty®2</R>	<R>6/30</R>
Fidelity Fund2	6/30
Mega Cap Stock1,2	6/30
FIDELITY MAGELLAN FUND
Magellan®2	3/31
FIDELITY MT. VERNON STREET TRUST
Aggressive Growth2	11/30
Growth Company3	11/30
<R>New Millennium Fund®2</R>	<R>11/30</R>

¹ Retail and Advisor classes

² PWC serves as registered public accountant

³ Deloitte Entities serves as registered public accountant

APPENDIX B

Fund Name	Estimated aggregate cost for D.F. King & Co., Inc. to call and solicit votes	Estimated aggregate cost for D.F. King & Co., Inc. to receive votes over the phone
<R>Aggressive Growth</R>	<R>$ 25,000</R>	<R>$ 500</R>
<R>Capital Appreciation</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Convertible Securities</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Disciplined Equity</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Equity-Income II</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Fidelity Fifty</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Fidelity Fund</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Focused Stock</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Growth Company</R>	<R>$ 25,000</R>	<R>$ 500</R>
<R>Growth Discovery</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Independence</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Magellan</R>	<R>$ 25,000</R>	<R>$ 500</R>
<R>Mega Cap Stock1</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>New Millennium</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Small Cap Independence1</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Stock Selector</R>	<R>$ 5,000</R>	<R>$ 500</R>
<R>Value</R>	<R>$ 5,000</R>	<R>$ 500</R>

¹ Retail and Advisor classes

APPENDIX C

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

Focused Stock: 1.00%

Mega Cap Stock:
Class A	Class T	Class B	Class C	Institutional	retail class
1.15%	1.40%	1.90%	1.90%	0.90%	0.90%

Small Cap Independence:
Class A	Class T	Class B	Class C	Institutional
1.30%	1.55%	2.05%	2.05%	1.05%

APPENDIX D

	Number of Shares as of 1/31/08
<R>FIDELITY CAPITAL TRUST</R>
<R>Capital Appreciation</R>	<R> 329,424,072</R>
<R>Disciplined Equity</R>	<R> 440,190,774</R>
<R>Focused Stock</R>	<R> 6,105,920</R>
<R>Small Cap Independence (retail class)</R>	<R> 116,046,471</R>
<R>Advisor Small Cap Independence: Class A</R>	<R> 125,871</R>
<R>Advisor Small Cap Independence: Class T</R>	<R> 24,381</R>
<R>Advisor Small Cap Independence: Class B</R>	<R> 19,625</R>
<R>Advisor Small Cap Independence: Class C</R>	<R> 24,791</R>
<R>Advisor Small Cap Independence: Institutional Class</R>	<R> 8,146</R>
<R>Value</R>	<R> 262,413,247</R>
<R>FIDELITY FINANCIAL TRUST</R>
<R>Convertible Securities</R>	<R> 106,412,957</R>
<R>Equity-Income II</R>	<R> 446,670,300</R>
<R>Independence</R>	<R> 230,231,023</R>
<R>FIDELITY HASTINGS STREET TRUST</R>
<R>Growth Discovery</R>	<R> 123,796,628</R>
<R>Fidelity Fifty </R>	<R> 72,306,674</R>
<R>Fidelity Fund</R>	<R> 197,352,175</R>
<R>Mega Cap Stock (retail class)</R>	<R> 54,693,341</R>
<R>Advisor Mega Cap Stock: Class A</R>	<R> 0*</R>
<R>Advisor Mega Cap Stock: Class T</R>	<R> 0*</R>
<R>Advisor Mega Cap Stock: Class B</R>	<R> 0*</R>
<R>Advisor Mega Cap Stock: Class C</R>	<R> 0*</R>
<R>Advisor Mega Cap Stock: Institutional Class</R>	<R> 0*</R>
<R>FIDELITY MAGELLAN FUND</R>
<R>Magellan</R>	<R> 467,664,527</R>
<R>FIDELITY MT. VERNON STREET TRUST</R>
<R>Aggressive Growth</R>	<R> 153,866,607</R>
<R>Growth Company</R>	<R> 451,078,152</R>
<R>New Millennium</R>	<R> 77,282,526</R>

<R>^* Class A, Class T, Class B, Class C, and Institutional Class of Mega Cap Stock commenced operations on February 5, 2008.</R>

APPENDIX E

<R>Record and/or beneficial ownership as of 1/31/08:</R>
<R>Fund/Class Name</R>	<R>Owner Name</R>	<R>City</R>	<R>State</R>	<R>Ownership %</R>
<R>FIDELITY CAPITAL TRUST</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2020 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>17.11%</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2030 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>13.67%</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2010 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>9.56%</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2040 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>7.47%</R>
<R>Disciplined Equity</R>	<R>Freedom Fund 2025 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>5.93%</R>
<R>Advisor Small Cap Independence: Class A</R>	<R>Merrill Lynch</R>	<R>Jacksonville</R>	<R>FL</R>	<R>17.20%</R>
<R>Advisor Small Cap Independence: Class A</R>	<R>Ameriprise Financial Corporation</R>	<R>Minneapolis</R>	<R>MN</R>	<R>12.96%</R>
<R>Advisor Small Cap Independence: Class A</R>	<R>Ameritas</R>	<R>Lincoln</R>	<R>NE</R>	<R>6.04%</R>
<R>Advisor Small Cap Independence: Class B</R>	<R>Securities Service Network, Inc.</R>	<R>Knoxville </R>	<R>TN</R>	<R>49.55%</R>
<R>Advisor Small Cap Independence: Class B</R>	<R>Fidelity Distributors Corp</R>	<R>Boston</R>	<R>MA</R>	<R>24.83%</R>
<R>Advisor Small Cap Independence: Class B</R>	<R>Hartford Life</R>	<R>Woodbury</R>	<R>MN</R>	<R>6.98%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>LPL Financial</R>	<R>San Diego</R>	<R>CA</R>	<R>27.04%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>Fidelity Distributors Corp</R>	<R>Boston</R>	<R>MA</R>	<R>19.72%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>John Hancock</R>	<R>Boston</R>	<R>MA</R>	<R>16.95%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>Northwest Mutual</R>	<R>Milwaukee</R>	<R>WI</R>	<R>6.44%</R>
<R>Advisor Small Cap Independence: Class C</R>	<R>Jackson National</R>	<R>Santa Monica</R>	<R>CA</R>	<R>5.47%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>Fidelity Distributors Corp</R>	<R>Boston</R>	<R>MA</R>	<R>20.05%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>Mass Mutual</R>	<R>Boston</R>	<R>MA</R>	<R>15.80%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>Long Grove Trading</R>	<R>Itasca </R>	<R>IL</R>	<R>10.90%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>AIG</R>	<R>Houston</R>	<R>TX</R>	<R>5.25%</R>
<R>Advisor Small Cap Independence: Class T</R>	<R>LPL Financial </R>	<R>San Diego</R>	<R>CA</R>	<R>5.06%</R>
<R>Advisor Small Cap Independence: Institutional Class</R>	<R>Fidelity Distributors Corp</R>	<R>Boston</R>	<R>MA</R>	<R>60.07%</R>
<R>Advisor Small Cap Independence: Institutional Class</R>	<R>Equity Services, Inc.</R>	<R>Montpelier</R>	<R>VT</R>	<R>33.14%</R>
<R>Advisor Small Cap Independence: Institutional Class</R>	<R>Suntrust Bank</R>	<R>Atlanta</R>	<R>GA</R>	<R>6.78%</R>
<R>Value</R>	<R>Freedom Fund 2020 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>6.49%</R>
<R>Value</R>	<R>Freedom Fund 2030 Fund</R>	<R>Boston</R>	<R>MA</R>	<R>5.33%</R>
<R>FIDELITY HASTINGS STREET TRUST</R>
<R>Fidelity Fund</R>	<R>ING National Trust</R>	<R>Hartford</R>	<R>CT</R>	<R>9.65%</R>
<R>Mega Cap Stock: retail class</R>	<R>Kobren Insight Management</R>	<R>Wellesley Hills</R>	<R>MA</R>	<R>15.94%</R>

APPENDIX F

Interested Nominees
Dollar range of fund shares as of 12/31/07	Edward C. Johnson 3d	James C. Curvey
<R>Aggressive Growth</R>	<R>none</R>	<R>none</R>
<R>Capital Appreciation</R>	<R>over $100,000</R>	<R>none</R>
<R>Convertible Securities</R>	<R>none</R>	<R>none</R>
<R>Disciplined Equity</R>	<R>none</R>	<R>none</R>
<R>Equity-Income II</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fifty</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fund</R>	<R>none</R>	<R>none</R>
<R>Focused Stock</R>	<R>none</R>	<R>none</R>
<R>Growth Company</R>	<R>over $100,000</R>	<R>none</R>
<R>Growth Discovery</R>	<R>none</R>	<R>none</R>
<R>Independence</R>	<R>none</R>	<R>none</R>
<R>Magellan</R>	<R>over $100,000</R>	<R>none</R>
<R>Mega Cap Stock</R>	<R>none</R>	<R>none</R>
<R>New Millennium</R>	<R>none</R>	<R>none</R>
<R>Small Cap Independence</R>	<R>none</R>	<R>none</R>
<R>Stock Selector</R>	<R>none</R>	<R>none</R>
<R>Value</R>	<R>over $100,000</R>	<R>none</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>	<R>over $100,000</R>	<R>over $100,000</R>

<R>Independent Nominees </R>
<R>Dollar range of fund shares as of 12/31/07</R>	<R>Dennis J. Dirks</R>	<R>Alan Lacy</R>	<R>Ned C. Lautenbach</R>	<R>Joseph Mauriello</R>
<R>Aggressive Growth</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Capital Appreciation</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Convertible Securities</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Disciplined Equity</R>	<R>$1 - $10,000</R>	<R>none</R>	<R>$10,001 - $50,000</R>	<R>none</R>
<R>Equity-Income II</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fifty</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fund</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Focused Stock</R>	<R>$50,001 - $100,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Growth Company</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Growth Discovery</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Independence</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Magellan</R>	<R>$1 - $10,000</R>	<R>none</R>	<R>over $100,000</R>	<R>none</R>
<R>Mega Cap Stock</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>New Millennium</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Small Cap Independence</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Stock Selector</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Value</R>	<R>$10,001 - $50,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>	<R>over $100,000</R>	<R>over $100,000</R>	<R>over $100,000</R>	<R>over $100,000</R>
<R>Independent Nominees </R>
<R>Dollar range of fund shares as of 12/31/07</R>	<R>Cornelia M. Small</R>	<R>William S. Stavropoulos</R>	<R>David M. Thomas</R>	<R>Michael E. Wiley</R>
<R>Aggressive Growth</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Capital Appreciation</R>	<R>$10,001 - $50,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Convertible Securities</R>	<R>$50,001 - $100,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Disciplined Equity</R>	<R>over $100,000</R>	<R>$10,001 - $50,000</R>	<R>none</R>	<R>none</R>
<R>Equity-Income II</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fifty</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Fidelity Fund</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Focused Stock</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Growth Company</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Growth Discovery</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Independence</R>	<R>over $100,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Magellan</R>	<R>$1 - $10,000</R>	<R>$10,001 - $50,000</R>	<R>none</R>	<R>none</R>
<R>Mega Cap Stock</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>New Millennium</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Small Cap Independence</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Stock Selector</R>	<R>none</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>Value</R>	<R>over $100,000</R>	<R>none</R>	<R>none</R>	<R>none</R>
<R>AGGREGATE DOLLAR RANGE OF FUND SHARES IN ALL FUNDS OVERSEEN WITHIN FUND FAMILY</R>	<R>over $100,000</R>	<R>over $100,000</R>	<R>over $100,000</R>	<R>over $100,000</R>

APPENDIX G

The following table sets forth information describing the compensation of each Trustee and Member of the Advisory Board for his or her services, for each fund's fiscal year end (refer to Appendix A for fiscal year end information) or the calendar year ended December 31, 2007, as applicable.

<R>Compensation Table1</R>
<R>AGGREGATE COMPENSATION FROM A FUND</R>	<R>Dennis J. Dirks</R>	<R>Albert R. Gamper, Jr</R>	<R>George H. Heilmeier</R>	<R>Arthur E. Johnson2</R>	<R>James H. Keyes3</R>	<R>Marie L. Knowles</R>	<R>Alan J. Lacy2</R>
<R>Aggressive GrowthB</R>	<R>$ 982</R>	<R>$ 961</R>	<R>$ 964</R>	<R>$ 0</R>	<R>$ 956</R>	<R>$ 1,123</R>	<R>$ 0</R>
<R>Capital AppreciationC</R>	<R>$ 2,369</R>	<R>$ 2,330</R>	<R>$ 2,340</R>	<R>$ 0</R>	<R>$ 2,321</R>	<R>$ 2,739</R>	<R>$ 0</R>
<R>Convertible Securities</R>	<R>$ 635</R>	<R>$ 619</R>	<R>$ 622</R>	<R>$ 0</R>	<R>$ 617</R>	<R>$ 725</R>	<R>$ 0</R>
<R>Disciplined EquityD</R>	<R>$ 2,347</R>	<R>$ 2,306</R>	<R>$ 2,318</R>	<R>$ 0</R>	<R>$ 2,299</R>	<R>$ 2,712</R>	<R>$ 0</R>
<R>Equity-Income IIE</R>	<R>$ 2,962</R>	<R>$ 2,900</R>	<R>$ 2,909</R>	<R>$ 0</R>	<R>$ 2,884</R>	<R>$ 3,396</R>	<R>$ 0</R>
<R>Fidelity Fifty</R>	<R>$ 353</R>	<R>$ 347</R>	<R>$ 349</R>	<R>$ 0</R>	<R>$ 344</R>	<R>$ 411</R>	<R>$ 0</R>
<R>Fidelity FundF</R>	<R>$ 2,149</R>	<R>$ 2,110</R>	<R>$ 2,125</R>	<R>$ 0</R>	<R>$ 2,089</R>	<R>$ 2,465</R>	<R>$ 0</R>
<R>Focused Stock</R>	<R>$ 20</R>	<R>$ 20</R>	<R>$ 20</R>	<R>$ 0</R>	<R>$ 20</R>	<R>$ 23</R>	<R>$ 0</R>
<R>Growth CompanyG</R>	<R>$ 8,315</R>	<R>$ 8,121</R>	<R>$ 8,152</R>	<R>$ 0</R>	<R>$ 8,084</R>	<R>$ 9,490</R>	<R>$ 0</R>
<R>Growth Discovery</R>	<R>$ 120</R>	<R>$ 118</R>	<R>$ 119</R>	<R>$ 0</R>	<R>$ 117</R>	<R>$ 139</R>	<R>$ 0</R>
<R>IndependenceH</R>	<R>$ 1,275</R>	<R>$ 1,246</R>	<R>$ 1,250</R>	<R>$ 0</R>	<R>$ 1,240</R>	<R>$ 1,456</R>	<R>$ 0</R>
<R>MagellanI</R>	<R>$ 13,580</R>	<R>$ 13,433</R>	<R>$ 13,098</R>	<R>$ 0</R>	<R>$ 13,174</R>	<R>$ 14,527</R>	<R>$ 0</R>
<R>Mega Cap Stock</R>	<R>$ 53</R>	<R>$ 52</R>	<R>$ 52</R>	<R>$ 0</R>	<R>$ 52</R>	<R>$ 61</R>	<R>$ 0</R>
<R>New Millennium</R>	<R>$ 603</R>	<R>$ 590</R>	<R>$ 592</R>	<R>$ 0</R>	<R>$ 587</R>	<R>$ 690</R>	<R>$ 0</R>
<R>Small Cap Independence</R>	<R>$ 707</R>	<R>$ 696</R>	<R>$ 698</R>	<R>$ 0</R>	<R>$ 693</R>	<R>$ 819</R>	<R>$ 0</R>
<R>Stock Selector</R>	<R>$ 224</R>	<R>$ 221</R>	<R>$ 222</R>	<R>$ 0</R>	<R>$ 220</R>	<R>$ 258</R>	<R>$ 0</R>
<R>ValueJ</R>	<R>$ 5,297</R>	<R>$ 5,206</R>	<R>$ 5,234</R>	<R>$ 0</R>	<R>$ 5,192</R>	<R>$ 6,134</R>	<R>$ 0</R>
<R>TOTAL COMPENSATION FROM THE FUND COMPLEXA</R>	<R>$ 370,250</R>	<R>$ 356,750</R>	<R>$ 360,750</R>	<R>$ 0</R>	<R>$ 359,250</R>	<R>$ 422,750</R>	<R>$ 0</R>
<R>Compensation Table1</R>
<R>AGGREGATE COMPENSATION FROM A FUND</R>	<R>Ned C. Lautenbach</R>	<R>Joseph Mauriello4</R>	<R>Cornelia M. Small</R>	<R>William S. Stavropoulos</R>	<R>David M. Thomas5</R>	<R>Michael E. Wiley5</R>	<R>Kenneth L. Wolfe</R>
<R>Aggressive GrowthB</R>	<R>$ 1,319</R>	<R>$ 384</R>	<R>$ 973</R>	<R>$ 1,102</R>	<R>$ 173</R>	<R>$ 173</R>	<R>$ 978</R>
<R>Capital AppreciationC</R>	<R>$ 3,161</R>	<R>$ 739</R>	<R>$ 2,362</R>	<R>$ 2,663</R>	<R>$ 213</R>	<R>$ 213</R>	<R>$ 2,376</R>
<R>Convertible Securities</R>	<R>$ 852</R>	<R>$ 275</R>	<R>$ 628</R>	<R>$ 717</R>	<R>$ 127</R>	<R>$ 127</R>	<R>$ 632</R>
<R>Disciplined EquityD</R>	<R>$ 3,141</R>	<R>$ 796</R>	<R>$ 2,340</R>	<R>$ 2,653</R>	<R>$ 238</R>	<R>$ 238</R>	<R>$ 2,355</R>
<R>Equity-Income IIE</R>	<R>$ 3,979</R>	<R>$ 1,115</R>	<R>$ 2,938</R>	<R>$ 3,330</R>	<R>$ 492</R>	<R>$ 492</R>	<R>$ 2,951</R>
<R>Fidelity Fifty</R>	<R>$ 431</R>	<R>$ 0</R>	<R>$ 353</R>	<R>$ 377</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 348</R>
<R>Fidelity FundF</R>	<R>$ 2,565</R>	<R>$ 0</R>	<R>$ 2,148</R>	<R>$ 2,263</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 2,117</R>
<R>Focused Stock</R>	<R>$ 27</R>	<R>$ 6</R>	<R>$ 20</R>	<R>$ 23</R>	<R>$ 2</R>	<R>$ 2</R>	<R>$ 20</R>
<R>Growth CompanyG</R>	<R>$ 11,151</R>	<R>$ 3,424</R>	<R>$ 8,231</R>	<R>$ 9,338</R>	<R>$ 1,613</R>	<R>$ 1,613</R>	<R>$ 8,277</R>
<R>Growth Discovery</R>	<R>$ 145</R>	<R>$ 0</R>	<R>$ 120</R>	<R>$ 127</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 119</R>
<R>IndependenceH</R>	<R>$ 1,710</R>	<R>$ 520</R>	<R>$ 1,262</R>	<R>$ 1,434</R>	<R>$ 244</R>	<R>$ 244</R>	<R>$ 1,269</R>
<R>MagellanI</R>	<R>$ 14,582</R>	<R>$ 0</R>	<R>$ 13,511</R>	<R>$ 13,454</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 13,396</R>
<R>Mega Cap Stock</R>	<R>$ 64</R>	<R>$ 0</R>	<R>$ 53</R>	<R>$ 56</R>	<R>$ 0</R>	<R>$ 0</R>	<R>$ 52</R>
<R>New Millennium</R>	<R>$ 809</R>	<R>$ 228</R>	<R>$ 598</R>	<R>$ 676</R>	<R>$ 103</R>	<R>$ 103</R>	<R>$ 601</R>
<R>Small Cap Independence</R>	<R>$ 942</R>	<R>$ 202</R>	<R>$ 705</R>	<R>$ 789</R>	<R>$ 58</R>	<R>$ 58</R>	<R>$ 708</R>
<R>Stock Selector</R>	<R>$ 298</R>	<R>$ 69</R>	<R>$ 224</R>	<R>$ 251</R>	<R>$ 20</R>	<R>$ 20</R>	<R>$ 225</R>
<R>ValueJ</R>	<R>$ 7,093</R>	<R>$ 1,759</R>	<R>$ 5,283</R>	<R>$ 5,993</R>	<R>$ 504</R>	<R>$ 504</R>	<R>$ 5,315</R>
<R>TOTAL COMPENSATION FROM THE FUND COMPLEXA</R>	<R>$ 494,750</R>	<R>$ 179,250</R>	<R>$ 365,750</R>	<R>$ 418,500</R>	<R>$ 97,500</R>	<R>$ 97,500</R>	<R>$ 366,250</R>

<R>¹ Edward C. Johnson 3d, James C. Curvey, and Peter S. Lynch are interested persons and are compensated by FMR. </R>

<R>² Effective January 1, 2008, Mr. Arthur Johnson and Mr. Lacy serve as Members of the Advisory Board.</R>

<R>³ During the period from March 1, 2006 through December 31, 2006, Mr. Keyes served as a Member of the Advisory Board. Effective January 1, 2007, Mr. Keyes serves as a Member of the Board of Trustees. </R>

<R>⁴ Effective July 1, 2007, Mr. Mauriello serves as a Member of the Advisory Board. </R>

<R>⁵ Effective October 1, 2007, Messrs. Thomas and Wiley serve as Members of the Advisory Board.</R>

<R>^A Reflects compensation received for the calendar year ended December 31, 2007 for 373 funds of 58 trusts (including Fidelity Central Investment Portfolios LLC and Fidelity Central Investment Portfolios II LLC). Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. For the calendar year ended December 31, 2007, the Trustees accrued required deferred compensation from the funds as follows: Dennis J. Dirks, $158,875; Albert R. Gamper, Jr., $155,125; George H. Heilmeier, $155,125; James H. Keyes, $155,125; Marie L. Knowles, $170,125; Ned C. Lautenbach, $205,125; Cornelia M. Small, $155,125; William S. Stavropoulos, $161,375; and Kenneth L. Wolfe, $155,125. Certain of the Independent Trustees elected voluntarily to defer a portion of their compensation as follows: Ned C. Lautenbach, $37,576.</R>

<R>^B Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $693; Albert R. Gamper, Jr., $682; George H. Heilmeier, $682; James H. Keyes, $624; Marie L. Knowles, $749; Ned C. Lautenbach, $906; Cornelia M. Small, $682; William S. Stavropoulos, $701; and Kenneth L. Wolfe, $682. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $173.</R>

<R>^C Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,658; Albert R. Gamper, Jr., $1,644; George H. Heilmeier, $1,644; James H. Keyes, $1,380; Marie L. Knowles, $1,808; Ned C. Lautenbach, $2,146; Cornelia M. Small, $1,644;William S. Stavropoulos, $1,667; and Kenneth L. Wolfe, $1,644. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $421.</R>

<R>^D Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,646; Albert R. Gamper, Jr., $1,631; George H. Heilmeier, $1,631; James H. Keyes, $1,390; Marie L. Knowles, $1,793; Ned C. Lautenbach, $2,131; Cornelia M. Small, $1,631;William S. Stavropoulos, $1,656; and Kenneth L. Wolfe, $1,631. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $415.</R>

<R>^E Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $2,088; Albert R. Gamper, Jr., $2,057; George H. Heilmeier, $2,057; James H. Keyes, $1,877; Marie L. Knowles, $2,260; Ned C. Lautenbach, $2,732; Cornelia M. Small, $2,057; William S. Stavropoulos, $2,109; and Kenneth L. Wolfe, $2,057. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $522.</R>

<R>^F Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $1,453; Albert R. Gamper, Jr., $1,472; George H. Heilmeier, $1,453; James H. Keyes, $669; Marie L. Knowles, $1,600; Ned C. Lautenbach, $1,719; Cornelia M. Small, $1,453; William S. Stavropoulos, $1,453; and Kenneth L. Wolfe, $1,453. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $380.</R>

<R>^G Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $5,881; Albert R. Gamper, Jr., $5,779; George H. Heilmeier, $5,779; James H. Keyes, $5,317; Marie L. Knowles, $6,345; Ned C. Lautenbach, $7,664; Cornelia M. Small, $5,779; William S. Stavropoulos, $5,949; and Kenneth L. Wolfe, $5,779. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $1,452.</R>

<R>^H Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $901; Albert R. Gamper, Jr., $886; George H. Heilmeier, $886; James H. Keyes, $814; Marie L. Knowles, $973; Ned C. Lautenbach, $1,175; Cornelia M. Small, $886; William S. Stavropoulos, $912; and Kenneth L. Wolfe, $886. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $223.</R>

<R>^I Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $8,936; Albert R. Gamper, Jr., $9,441; George H. Heilmeier, $8,936; James H. Keyes, $2,049; Marie L. Knowles, $9,838; Ned C. Lautenbach, $9,863; Cornelia M. Small, $8,936;William S. Stavropoulos, $8,936; and Kenneth L. Wolfe, $8,936. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $2,347.</R>

<R>^J Compensation figures include cash, amounts required to be deferred, and may include amounts deferred at the election of Trustees. The amounts required to be deferred by each Independent Trustee are as follows: Dennis J. Dirks, $3,714; Albert R. Gamper, Jr., $3,683; George H. Heilmeier, $3,683; James H. Keyes, $3,143; Marie L. Knowles, $4,049; Ned C. Lautenbach, $4,814; Cornelia M. Small, $3,683; William S. Stavropoulos, $3,736; and Kenneth L. Wolfe, $3,683. Certain of the Independent Trustees' aggregate compensation from the fund includes accrued voluntary deferred compensation as follows: Ned C. Lautenbach, $940.</R>

APPENDIX H

Number of Committee Meetings Held During Most Recent Fiscal Year Ended 2007:

<R>FYE</R>	<R>3/31</R>	<R>6/30</R>	<R>10/31</R>	<R>11/30</R>
<R>COMMITTEE</R>
<R>Audit</R>	<R>16</R>	<R>13</R>	<R>13</R>	<R>13</R>
<R>Operations Committee</R>	<R>14</R>	<R>16</R>	<R>17</R>	<R>16</R>
<R>Fair Value Oversight</R>	<R>3</R>	<R>4</R>	<R>4</R>	<R>4</R>
<R>Governance and Nominating</R>	<R>10</R>	<R>10</R>	<R>12</R>	<R>12</R>
<R>Shareholder, Distribution And Brokerage</R>	<R>13</R>	<R>12</R>	<R>13</R>	<R>13</R>
<R>Equity Contract</R>	<R>6</R>	<R>4</R>	<R>3</R>	<R>3</R>
<R>Fixed-Income Contract</R>	<R>3</R>	<R>4</R>	<R>4</R>	<R>4</R>
<R>Compliance</R>	<R>19</R>	<R>13</R>	<R>10</R>	<R>9</R>
<R>Proxy Voting</R>	<R>3</R>	<R>3</R>	<R>4</R>	<R>4</R>
<R>Fund Oversight:</R>			<R> </R>
<R>Fixed-Income/International/Special1</R>	<R>12</R>	<R>12</R>	<R>14</R>	<R>11</R>
<R>Equity1</R>	<R>13</R>	<R>11</R>	<R>11</R>	<R>10</R>
<R>Select and Asset Allocation1</R>	<R>12</R>	<R>12</R>	<R>12</R>	<R>11</R>
<R>Equity I2</R>				<R>1</R>
<R>Equity II2</R>				<R>1</R>
<R>Fixed-Income and Asset Allocation2</R>				<R>1</R>

¹ Existed as Fund Oversight Committee prior to November 2007.

² New Fund Oversight Committee beginning November 2007.

APPENDIX I

Audit Fees. The aggregate Audit Fees billed by PwC or Deloitte Entities, as applicable, for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for the funds and for all funds in the Fidelity Group of Funds:

<R>Funds</R>	<R>FYE</R>	<R>2007 Fiscal YearA</R>	<R>2006 Fiscal YearA</R>
	<R>11/30</R>
<R>Aggressive Growth</R>		<R>$ 67,000</R>	<R>$ 65,000</R>
<R>Convertible Securities</R>		<R>$ 77,000</R>	<R>$ 73,000</R>
<R>Equity-Income II</R>		<R>$ 95,000</R>	<R>$ 96,000</R>
<R>Growth Company</R>		<R>$ 82,000</R>	<R>$ 75,000</R>
<R>Independence</R>		<R>$ 70,000</R>	<R>$ 67,000</R>
<R>New Millennium</R>		<R>$ 55,000</R>	<R>$ 56,000</R>
<R>All funds in the Fidelity Group of Funds audited by PwC</R>		<R>$ 14,400,000</R>	<R>$ 13,500,000</R>
<R>All funds in the Fidelity Group of Funds audited by Deloitte Entities</R>		<R>$ 7,500,000</R>	<R>$ 6,500,000</R>
	<R>10/31</R>
<R>Capital Appreciation</R>		<R>$ 85,000</R>	<R>$ 82,000</R>
<R>Disciplined Equity</R>		<R>$ 78,000</R>	<R>$ 71,000</R>
<R>Focused Stock</R>		<R>$ 41,000</R>	<R>$ 39,000</R>
<R>Small Cap Independence</R>		<R>$ 48,000</R>	<R>$ 39,000</R>
<R>Stock Selector</R>		<R>$ 52,000</R>	<R>$ 44,000</R>
<R>Value</R>		<R>$ 111,000</R>	<R>$ 101,000</R>
<R>All funds in the Fidelity Group of Funds audited by PwC</R>		<R>$ 14,400,000</R>	<R>$ 13,400,000</R>
<R>All funds in the Fidelity Group of Funds audited by Deloitte Entities</R>		<R>$ 7,300,000</R>	<R>$ 6,500,000</R>
	<R>6/30</R>
<R>Growth Discovery</R>		<R>$ 41,000</R>	<R>$ 39,000</R>
<R>Fidelity Fifty</R>		<R>$ 41,000</R>	<R>$ 39,000</R>
<R>Fidelity Fund</R>		<R>$ 80,000</R>	<R>$ 87,000</R>
<R>Mega Cap Stock</R>		<R>$ 39,000</R>	<R>$ 38,000</R>
<R>All funds in the Fidelity Group of Funds audited by PwC</R>		<R>$ 13,900,000</R>	<R>$ 12,600,000</R>
	<R>3/31</R>
<R>Magellan</R>		<R>$ 294,000</R>	<R>$ 321,000</R>
<R>All funds in the Fidelity Group of Funds audited by PwC</R>		<R>$ 14,200,000</R>	<R>$ 12,500,000</R>

^A Aggregate amounts may reflect rounding.

APPENDIX J

Tax Fees The aggregate Tax Fees billed by PwC or Deloitte Entities, as applicable, for professional services rendered for tax compliance, tax advice, and tax planning for each fund:

<R>Funds</R>	<R>FYE </R>	<R>2007 Fiscal YearA</R>	<R>2006 Fiscal YearA</R>
	<R>11/30</R>
<R>Aggressive Growth</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Convertible Securities</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Equity-Income II</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Growth Company</R>		<R>$ 5,200</R>	<R>$ 4,700</R>
<R>Independence</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>New Millennium</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
	<R>10/31</R>
<R>Capital Appreciation</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Disciplined Equity</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
<R>Focused Stock</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
<R>Small Cap Independence</R>		<R>$ 4,200</R>	<R>$ 4,000</R>
<R>Stock Selector</R>		<R>$ 4,200</R>	<R>$ 4,000</R>
<R>Value</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
	<R>6/30</R>
<R>Growth Discovery</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
<R>Fidelity Fifty</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
<R>Fidelity Fund</R>		<R>$ 3,800</R>	<R>$ 3,600</R>
<R>Mega Cap Stock</R>		<R>$ 2,900</R>	<R>$ 2,700</R>
	<R>3/31</R>
<R>Magellan</R>		<R>$ 4,800</R>	<R>$ 4,600</R>

^A Aggregate amounts may reflect rounding.

APPENDIX K

All Other Fees. The aggregate Other Fees billed by PwC or Deloitte Entities, as applicable, for all other non-audit services rendered to the funds:

<R>Funds</R>	<R>FYE </R>	<R>2007 Fiscal YearA</R>	<R>2006 Fiscal YearA</R>
	<R>11/30</R>
<R>Aggressive Growth</R>		<R>$ 3,700</R>	<R>$ 4,200</R>
<R>Convertible Securities</R>		<R>$ 2,800</R>	<R>$ 2,600</R>
<R>Equity-Income II</R>		<R>$ 8,800</R>	<R>$ 9,800</R>
<R>Growth Company</R>		<R>$ 0</R>	<R>$ 0</R>
<R>Independence</R>		<R>$ 4,400</R>	<R>$ 4,500</R>
<R>New Millennium</R>		<R>$ 2,700</R>	<R>$ 3,600</R>
	<R>10/31</R>
<R>Capital Appreciation</R>		<R>$ 7,300</R>	<R>$ 6,700</R>
<R>Disciplined Equity</R>		<R>$ 7,200</R>	<R>$ 5,900</R>
<R>Focused Stock</R>		<R>$ 1,300</R>	<R>$ 1,300</R>
<R>Small Cap Independence</R>		<R>$ 0</R>	<R>$ 0</R>
<R>Stock Selector</R>		<R>$ 0</R>	<R>$ 0</R>
<R>Value</R>		<R>$ 14,900</R>	<R>$ 12,300</R>
	<R>6/30</R>
<R>Growth Discovery</R>		<R>$ 1,400</R>	<R>$ 1,700</R>
<R>Fidelity Fifty</R>		<R>$ 2,000</R>	<R>$ 2,200</R>
<R>Fidelity Fund</R>		<R>$ 6,100</R>	<R>$ 9,800</R>
<R>Mega Cap Stock</R>		<R>$ 1,300</R>	<R>$ 1,500</R>
	<R>3/31</R>
<R>Magellan</R>		<R>$ 29,500</R>	<R>$ 46,900</R>

^A Aggregate amounts may reflect rounding.

APPENDIX L

All Other Fees. The aggregate Other Fees billed by PwC or Deloitte Entities, as applicable, that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund:

<R>Billed By</R>	<R>11/30/07A</R>	<R>11/30/06A</R>
<R>PwC</R>	<R>$ 150,000</R>	<R>$ 145,000</R>
<R>Deloitte Entities</R>	<R>$ 180,000</R>	<R>$ 180,000</R>
<R>Billed By</R>	<R>10/31/07A</R>	<R>10/31/07A</R>
<R>PwC</R>	<R>$ 275,000</R>	<R>$ 20,000</R>
<R>Deloitte Entities</R>	<R>$ 260,000</R>	<R>$ 255,000</R>
<R>Billed By</R>	<R>6/30/07A</R>	<R>6/30/07A</R>
<R>PwC</R>	<R>$ 225,000</R>	<R>$ 155,000</R>
<R>Billed By</R>	<R>3/31/07A</R>	<R>3/31/07A</R>
<R>PwC</R>	<R>$ 170,000</R>	<R>$ 155,000</R>

^A Aggregate amounts may reflect rounding.

APPENDIX M

All Other Fees. The aggregate fees billed by PwC or Deloitte Entities, as applicable, for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services:

<R>FIDELITY FINANCIAL TRUST</R>	<R>11/30/06A</R>	<R>11/30/05A</R>
<R>PwC Covered Services</R>	<R>$ 180,000</R>	<R>$ 175,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,310,000</R>	<R>$ 1,140,000</R>
<R>PwC Total</R>	<R>$ 1,490,000</R>	<R>$ 1,315,000</R>
<R>FIDELITY MT. VERNON TRUST</R>	<R>11/30/07A</R>	<R>11/30/07A</R>
<R>PwC Covered Services</R>	<R>$ 165,000</R>	<R>$ 160,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,310,000</R>	<R>$ 1,140,000</R>
<R>PwC Total</R>	<R>$ 1,475,000</R>	<R>$ 1,300,000</R>
<R>FIDELITY MT. VERNON TRUST</R>	<R>11/30/07A</R>	<R>11/30/07A</R>
<R>Deloitte Entities Covered Services</R>	<R>$ 185,000</R>	<R>$ 185,000</R>
<R>Deloitte Entities Non-Covered Services</R>	<R>$ 245,000</R>	<R>$ 690,000</R>
<R>Deloitte Entities Total</R>	<R>$ 430,000</R>	<R>$ 875,000</R>
<R>FIDELITY CAPITAL TRUST</R>	<R>10/31/07A</R>	<R>10/31/07A</R>
<R>PwC Covered Services</R>	<R>$ 320,000</R>	<R>$ 60,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,725,000</R>	<R>$ 700,000</R>
<R>PwC Total</R>	<R>$ 2,045,000</R>	<R>$ 760,000</R>
<R>FIDELITY CAPITAL TRUST</R>	<R>10/31/07A</R>	<R>10/31/07A</R>
<R>Deloitte Entities Covered Services</R>	<R>$ 270,000</R>	<R>$ 265,000</R>
<R>Deloitte Entities Non-Covered Services</R>	<R>$ 405,000</R>	<R>$ 530,000</R>
<R>Deloitte Entities Total</R>	<R>$ 675,000</R>	<R>$ 795,000</R>
<R>FIDELITY HASTINGS STREET TRUST</R>	<R>6/30/07A</R>	<R>6/30/07A</R>
<R>PwC Covered Services</R>	<R>$ 250,000</R>	<R>$ 180,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,100,000</R>	<R>$ 1,000,000</R>
<R>PwC Total</R>	<R>$ 1,350,000</R>	<R>$ 1,180,000</R>
<R>FIDELITY MAGELLAN FUND</R>	<R>3/31/07A</R>	<R>3/31/07A</R>
<R>PwC Covered Services</R>	<R>$ 205,000</R>	<R>$ 205,000</R>
<R>PwC Non-Covered Services</R>	<R>$ 1,160,000</R>	<R>$ 875,000</R>
<R>PwC Total</R>	<R>$ 1,365,000</R>	<R>$ 1,080,000</R>

^A Aggregate amounts may reflect rounding.

<R>Fidelity, Magellan, Fidelity Fifty, and New Millennium Fund are registered trademarks of FMR LLC.</R>

<R>1.862246.100 SUPP4B-PXS-0308</R>

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FORM OF

Buckslip to be sent to a shareholder that has consented to receive proxy solicitations electronically but in attempting to deliver an email failure occurred:

We were unable to notify you electronically of the availability of important Proxy Materials for a Fidelity fund maintained in your account. We attempted to send the notice to your e-mail address, as reflected on our records. That e-mail address appears to be invalid.

To correct your e-mail address, please visit http://www.investordelivery.com/proxy and follow the on-line instructions. To do this, you will need your Enrollment Number and PIN.

If you do not remember your Enrollment Number or PIN, please visit http://www.proxyweb.com/proxy and follow the on-line instructions for enrolling for electronic delivery of Proxy Materials. To do this, you will need your Control Number from the enclosed proxy card.

Because we were unable to send the notice to you electronically, we are sending this notice and the related Proxy Materials (enclosed) to you in paper form. You will continue to receive Proxy Materials in paper form until you provide us with a valid e-mail address by one of the methods described above. You will start receiving electronic Proxy Materials again once you have provided us with a valid e-mail address.

Please read the enclosed Proxy Materials and vote your shares promptly. Your vote is extremely important, no matter how large or small your holdings may be.

FORM OF

Fidelity Investments 2008 Updated IVR Script

800-690-6903

Generic Greeting:
"Thank you for calling the Automated Proxy Voting Service"
Shareholder Hears:
"You must be calling from a touchtone telephone in order to use this system and already have read the proxy statement and made your voting decisions" "Press 1 if you are calling from a touch tone phone and have your proxy form in front of you."
Shareholder presses "1" and hears:
"Lets Begin" ** If shareholder does not press anything, they will hear: "Please call back when you have your proxy form. Thank you for calling. Goodbye."
Enter Control Number Script - Shareholder hears:
"Please enter the 12-digit control number, which is labeled as such, or located in the box indicated by the arrow on your Vote Instruction Form, followed by the pound sign"
Shareholder Enters Control number...
Valid Control Number: (See voting scripts, below) Invalid: "Control number is invalid." Invalid <3x: "Sorry, since your entry of the control number was invalid, we are not able to process your transaction at this time. You will be able to access the system in 24 hours" Valid control number, but Shareholder has already voted: "A vote has already been recorded for this control number. If you want to change your vote, press "1", if you do not want to change your vote press "2". (See voting scripts, below). Valid control number, but Shareholder has just voted a proxy with the same proposals: "The directors and/or proposals for this control number are the same as your last proxy. If you would like to vote this control number in the same manner as the prior control number, press 1. If you would like to vote this control number differently, press 2.
Voting:
"If you would like to vote as The Board Recommends press 1, to vote on directors and proposals individually press 2.
Shareholder presses:	Shareholder hears:
1	"Let me confirm. You have elected to vote as the board recommends." And Goes to Log Vote Script.
2	Shareholder goes to Nominee and/or Proposal Voting.
Nominee Vote Script: (vote for individual issues)
"If you wish to vote for all nominees press 1. To withhold all nominees, press 2 To withhold specific nominees, press 3."
Shareholder presses:	Shareholder hears:
1	"Proposal Voting." Goes to Proposal Voting Script
2	"Proposal Voting." Goes to Proposal Voting Script
3	"To withhold a nominee, enter the 2 digit number that is in front of the name of the nominee you wish to withhold. If you are finished, enter 00" After each election, "OK" is heard. ´00' goes to Proposal Vote Script. (Continued and confirmed for each nominee(s)) See Confirm Options, Below.
Proposal Vote Script:
Shareholder hears:
"There are <nProposals> to vote on. After you cast all your votes, you will have a chance to review them". Before each proposal the Shareholder will hear "We are ready to accept your proposal for proposal <n>." The selections are: For/Against/Abstain For/Against For/Abstain For/Withhold For/Against/Withhold
For/Against/Abstain Script:
"If you are voting for this proposal, press 1. If you are voting against this proposal press 2, If you wish to abstain press 3." **Based on the shareholder's selection, the prompt will confirm their choice.
For/Against Script:
"If you are voting for this proposal, press 1. If you are voting against this proposal press 2." **Based on the shareholder's selection, the prompt will confirm their choice. See Confirm Options, Below.
For/Abstain Script:
"If you are voting for this proposal, press 1. If you wish to abstain press 2." **Based on the shareholder's selection, the prompt will confirm their choice. See Confirm Options, Below.
For/Withhold Script:
"If you are voting for this proposal, press 1. If you wish to withhold press 2." **Based on the shareholder's selection, the prompt will confirm their choice. See Confirm Options, Below.
For/Against/Withhold Script:
"If you are voting for this proposal, press 1. If you are voting against this proposal press 2, If you wish to withhold press 3." **Based on the shareholder's selection, the prompt will confirm their choice).See Confirm Options, Below.
Completed Proposal Voting:
"You have completed Proposal Voting" This text will be heard following the final proposal on the ballot.
Confirm Options:
"Let me confirm"
Nominee Confirmation: Proposal Confirmation:		1. You have voted for all nominees 2. You have voted to withhold all nominees 3. You have voted to withhold specific nominees. You have voted to withhold nominee ## ... "You have voted For/Against Proposal ##."

Vote Logged	Script:
Vote is sent to mainframe	"If these elections are correct, press 1. To vote again, press 2. To hear your vote again, press 3." If shareholder presses 1: "One moment, while I log your ballot. A vote has been recorded for control number <controlNumber>." Shareholder then goes to Vote Another Script. If shareholder presses 2 they are directed to the Enter Control Number Script.
Vote Another?:	Script:
Shareholder wants to/does not want to vote on another proposal.	"If this concludes your business press 1, if you would like to vote for another proxy election press 2." If shareholder presses 1: "All of your votes have been recorded by the telephone proxy voting service. Do not mail in your proxy card. Keep it as a record of your vote. Thank you for calling. This concludes your transaction. Goodbye." If shareholder presses 2: See appropriate proxy voting dialog scripts, above.
Error Messages:
Auto Proxy Unavailable Error:	"We are sorry. The automated Proxy voting system is unavailable at this time. Please try your call again later."
Meeting Date:	"Sorry, we cannot accept your voting instructions. It is the day of the meeting or the cut off date for voting has passed.
Control number no longer valid	"Sorry, the control number you entered is no longer valid. Please contact your bank, Broker or Mutual fund to confirm your voter eligibility."

FORM OF

SCREEN SCRIPT FOR REGISTERED SHAREHOLDER INTERNET VOTING

FIDELITY INVESTMENTS

[ Upon login to www.proxyweb.com/proxy shareholder sees Screen 1]

SCREEN 1

Text 1 - (centered)

Internet Proxy Voting Service

Input A

Please Enter Control Number from Your Proxy Card:

Input B

Check here [ ] to vote all proposals as the Board recommends,
then click the VOTE button below.
-OR-

Input C

To vote each proposal separately, click the VOTE button only.
[VOTE]

Input D

To enroll for electronic delivery, without voting your proxy, please enter your control number above and click here

Input E

Note: Electronic Proxy Materials may not be available for all of your securities and accounts.

Graphic I - Example Proxy Card (left justified)

Text 2 - (right justified)

[proxyweb.com/proxy]/[proxyvote.com/proxy] is a service of:
Broadridge Financial Solutions, Inc.

Full service proxy specialists

This site is best viewed using

Netscape version 4.7 or Internet Explorer versions 5.0 or higher

and using a display resolution of 800 X 600.

Graphic II - (right justified)

[Upon input of control number and selection of input B or input C shareholder is directed to Voting Ballot (Screen 2) ]

SCREEN 2

Text 1 - (centered)

Internet Proxy Voting Service
Proxy Voting Form
Fidelity Investments
[Trust Name: Fund Name]

Text 2 - (centered)

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR [EACH OF] THE FOLLOWING:

Input A - (left justified)

Proposal 1. [ Title of proposal to be inserted ] [FOR][AGAINST][ABSTAIN]

Input B - (left justified)

Proposal 2. [ Title of proposal to be inserted ] [FOR][AGAINST][ABSTAIN]

Input C - (left justified)

Proposal 3. [ Title of proposal to be inserted ] [FOR all nominees][WITHHOLD AUTHORITY to vote for all nominees] [FOR ALL NOMINEES (Except as indicated)]

Input D - (left justified)

Proposal 4. [ Title of proposal to be inserted ] [FOR][AGAINST][ABSTAIN]

Input E - (left justified)

Proposal 5. [ Title of proposal to be inserted ] [FOR][AGAINST][ABSTAIN]

Text 3 - (centered)

THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST [EACH OF] THE FOLLOWING:

Input F - (left justified)

Proposal 6. [ Title of proposal to be inserted ] [FOR][AGAINST][ABSTAIN]

Text 4 - (centered)

Please refer to the proxy statement for discussion of [each of] [this/these] matter[s].
[If no specification is made on a proposal, the proposal will be voted "For"./If no specification is made on a proposal, proposal[s] [#] [and [#]] will be voted "For" and proposal[s] [#] [and [#]] will be voted "Against".]

Input G - (centered)

You will have an opportunity to confirm that your selections were properly recorded after you submit your vote. If you would also like to receive and email confirmation, enter your email address here:

Text 5- (centered)

Please review your selections carefully before voting.
If you vote more than once on the same Proxy, only your last (most recent) vote will be considered valid.

Input H - (centered)

Click here to sign and [submit] your vote and to appoint [names of 3 proxy agents], or any one or more of them, attorneys, with full power of substitution, to vote all Fund shares that you are entitled to vote.

[ Upon submission of vote shareholder is directed to Confirmation Screen (Screen 3) ]

SCREEN 3

Text 1 - (centered)

Internet Proxy Voting Service
Proxy Voting Form
Fidelity Investments
[Trust Name: Fund Name]

Thank you! Your vote has been submitted.

Text 2 - (centered)

THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR [EACH OF] THE FOLLOWING:

Text 3 - (left justified)

Proposal 1.	[ Title of proposal to be inserted ]	[FOR][AGAINST][ABSTAIN]
Proposal 2.	[ Title of proposal to be inserted ]	[FOR][AGAINST][ABSTAIN]
Proposal 3.	[ Title of proposal to be inserted ]	[FOR all nominees][WITHHOLD AUTHORITY to vote for all nominees] [FOR all nominees (Except as indicated)]
Proposal 4.	[ Title of proposal to be inserted ]	[FOR][AGAINST][ABSTAIN]
Proposal 5.	[ Title of proposal to be inserted ]	[FOR][AGAINST][ABSTAIN]

Text 4 - (centered)

THE BOARD OF TRUSTEES RECOMMENDS A VOTE AGAINST [EACH OF] THE FOLLOWING:

Text 5 - (left justified)

Proposal 6. [ Title of proposal to be inserted ] [FOR][AGAINST][ABSTAIN]

Text 6 - (centered)

Please refer to the proxy statement for discussion of [each of] [this/these] matter[s].

Text 7 - (centered)

[ If no email confirmation was requested ]: No email confirmation has been sent.

[ If email confirmation was requested ]: Your email confirmation has been sent to: [email address]

Hyperlink 1 - (centered)

[Register for Electronic Delivery]

[Directs shareholder to electronic delivery sign-up screen(s)]

Hyperlink 2 - (left justified)

[Change Vote]

[Directs shareholder to Screen 2 to change vote]

Hyperlink 3 - (centered)

[Printer Friendly Confirmation]

[If shareholder selects printer friendly confirmation, a confirmation in the following form appears that the shareholder can print]

Form Of

Printer Friendly Confirmation

Text - (left justified)

Internet Proxy Voting Service

Thank you! Your vote has been submitted.
- ---------------------------------------------------------------------------------

Your vote for Control Number [control number] has been submitted to
Fidelity Investments for [trust name: fund name], as follows:

Proposal 1. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

Proposal 2. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

Proposal 3. [proposal title].......... [FOR all nominees] [WITHHOLD AUTHORITY to vote for all nominees][FOR all nominees (Except as indicated)]

Proposal 4. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

Proposal 5. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

"Click here to Return" [When shareholder clicks he/she is returned to Screen 3]

Hyperlink 4 - (right justified)

[Vote Another Proxy]

[Directs shareholder to Screen 1]

Hyperlink 5 - (centered)

[Exit Internet Voting Service]

[Directs shareholder to Screen 1]

[ If shareholder requests email confirmation, a confirmation in the following form will be sent to the designated email address ]

Form Of

Email Confirmation

Text - (left justified)

Your vote for Control Number [control number] has been submitted to Fidelity Investments for
[trust name: fund name], as follows:
- ---------------------------------------------------------------------------------

Proposal 1. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

Proposal 2. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

Proposal 3. [proposal title].......... [FOR all nominees] [WITHHOLD AUTHORITY to vote for all nominees][FOR all nominees (Except as indicated)]

Proposal 4. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

Proposal 5. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

Proposal 6. [proposal title].......... [FOR] [AGAINST][ABSTAIN]

Thank you for voting.