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| The Board of Trustees governs the Fidelity Funds and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee activities of the Fidelity Funds, review contractual arrangements with companies that provide services to the Fidelity Funds, and review the performance of the Fidelity Funds. |
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| The Board of Trustees has a Governance and Nominating Committee consisting exclusively of non-interested (Independent) Trustees. The Board has adopted a Governance and Nominating Committee Charter With Respect to Nominations of Independent Trustees, which includes a Statement of Policy on Criteria for Selecting Independent Trustees. This Charter describes the process by which potential nominees submitted by shareholders will be considered. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| The Governance and Nominating Committee expects that all candidates will have the following characteristics: |
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Unquestioned personal integrity is a given. |
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The candidate may not be an "interested person" of FMR or its affiliates within the meaning of the Investment Company Act of 1940. |
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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). |
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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. |
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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. |
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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. |
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The candidate should have sufficient financial or accounting knowledge to add value in the complex financial environment of the Fidelity Funds. |
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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. |
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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. |
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| 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. |
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The following characteristics are desirable, but not mandatory: |
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The candidate should have the ability to serve seven or more years before reaching mandatory retirement age. |
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The candidate should have diversity of interests evidenced by participation in community, charitable or other similar activities. |
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The following are desirable characteristics of the Independent Trustees as a group: |
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The Independent Trustees will generally be drawn from the ranks of respected and accomplished senior business leaders. |
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The Independent Trustees will strive to achieve diversity in terms of gender, race and geographic location. |
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The Independent Trustees as a whole should reflect a diversity of business experience. At least one Independent Trustee will be an "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. |
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