Fidelity Group of Mutual Funds And Corporate Governance


Fidelity Group of Mutual Funds and Corporate Governance Summary of Proxy Voting Guidelines Full Text of Proxy Voting Guidelines (all Fidelity funds except equity index funds) Full Text of Proxy Voting Guidelines (Fidelity equity index funds only)

Fidelity Investments

Fidelity Group of Mutual Funds And Corporate Governance

America's capital markets are the strongest in the world, making possible our free enterprise system and the channeling of capital to businesses based upon informed decisions by investors, both large and small. Recent events involving accounting and financial reporting irregularities, and some major corporate bankruptcies, underscore the importance of sustaining investor confidence in the basic integrity of our country's corporations and their leaders, as well as the fundamental fairness of our securities markets. We know that shareholders rightfully look to Fidelity to be responsive to matters relating to corporate governance. So, we present the following explanation and summary of the Proxy Voting Guidelines that are followed by the Fidelity Group of Mutual Funds.

INTRODUCTION

Fidelity's mutual funds are managed with one overriding goal: To provide the greatest possible return to shareholders consistent with governing laws and the investment policies of each fund. In pursuit of this goal, the Fidelity funds take two basic types of action:


	1)		Buy and hold securities they believe will appreciate in value; and sell securities they believe are less likely to appreciate in value.
	2)		Exercise their rights as shareholders to support sound corporate governance within companies in which the funds invest.

At Fidelity, the first type of action – buying and selling securities – is based on searching the globe for investment opportunities company by company, issue by issue. In that spirit, Fidelity portfolio managers make their investment decisions – to buy, hold or sell – based on this research.

The exercise of shareholder rights is generally done by casting votes by proxy at shareholder meetings on matters submitted to shareholders for approval. For example, the election of directors or the approval of a company's stock option plans for officers or employees. At Fidelity, formal written guidelines followed by all of the Fidelity Funds have been established for proxy voting by the Board of Trustees of the Fidelity Funds. The purpose of these guidelines (summarized below), is simple: to promote accountability of a company's management and Board of Directors to its shareholders; to align the interests of management with those of shareholders; and to increase disclosure of a company's business and operations. The guidelines include provisions to address conflicts of interests that may arise between shareholders and Fidelity when Fidelity votes proxies at a shareholder meeting of a company for which Fidelity acts as administrator of an employee benefit plan. When voting proxies on behalf of shareholders, Fidelity votes in a manner consistent with the best interest of shareholders and votes a company's proxies without regard to any other Fidelity relationship, business or otherwise.

Fidelity believes sound corporate governance should achieve three key objectives:


	1)		Accountability. There must be effective means in place to hold those entrusted with running a company's business accountable for their actions. Management of a company must be accountable to its board of directors; the board, in turn, must be accountable to shareholders, who are the company's owners. Promoting accountability can take many forms. These include enforcing rules and laws imposing duties on officers and directors; protecting shareholder voting rights; ensuring rigorous scrutiny of a company's financial statements by independent, outside auditors; and maintaining free and open markets to allow for the re-allocation of capital and transfers of corporate control.
	2)		Alignment of Management and Shareholder Interests. The interests of a company's management and board of directors should be aligned with the interests of the company's shareholders. This means, for example, that salary and equity-based forms of compensation paid to management should be designed to reward management for doing a good job of creating value for the shareholders of the company.
	3)		Effective Disclosure. The third objective is to promote timely disclosure of important information about a company's business operations and financial performance. This is intended to enable investors, individual and institutional alike, to make informed decisions on when to buy, sell or hold a company's securities.

To promote these objectives, specific proxy guidelines – Fidelity Funds' Proxy Voting Guidelines – were established by the Board of Trustees of the Funds, after consultation with Fidelity. (The Proxy Voting Guidelines are reviewed periodically by Fidelity and by the Independent Trustees of the Fidelity Funds, and, accordingly, are subject to change.)

The guidelines recognize that a company's management is entrusted with the day-to-day operations of the company, as well as longer term strategic planning subject to the oversight of the company's board of directors. The guidelines also recognize that the company's shareholders – the owners of the company – must have final say over how management and directors are performing, and how shareholders' rights and ownership interests are handled.

Fidelity's proxy voting guidelines generally address proposals submitted to shareholders of three types:


	1)		Proposals seeking approval of equity-based compensation, including stock option plans
	2)		Proposals relating to changes in corporate control; and
	3)		Proposals that affect shareholder rights, including voting rights


SUMMARY OF PROXY VOTING GUIDELINES (refer below to the full text of the proxy voting guidelines)

Equity-based Compensation Plans

Approval of Plans or Plan Amendments

Fidelity encourages the use of reasonably designed stock-related compensation plans that align the interests of corporate management with those of shareholders by providing officers and employees with an incentive to increase shareholder value. While we evaluate plans on a case-by-case basis, the guidelines generally call for withholding our vote for plans or plan amendments that do not meet the following conditions:


	•		The dilution effect of new shares authorized, plus the shares reserved for issuance in connection with all other stock related plans, should not exceed 10%. However, for companies with a smaller market capitalization, the dilution effect should not exceed 15%. If the plan does not meet this test, the dilution effect is also evaluated in light of any unusual factor involving the company.
	•		The minimum exercise price of stock options should be no less than 100% of fair market value on the date of grant.
	•		Neither the Board of Directors nor its Compensation Committee should be authorized to materially amend a plan without shareholder approval.
	•		The granting of awards to non-employee directors should not be subject to management discretion, but rather should be pursuant to non-discretionary grants specified by the plan's terms.
	•		The plan should not authorize the re-pricing of stock options (including the cancellation and exchange of options) without shareholder approval.
	•		The restriction period for restricted stock awards (RSAs) normally should be at least three years. RSAs with a restriction period of less than three years, but at least one year, might be acceptable if the RSA is performance based.
	•		Stock awards other than stock options and RSAs should be identified as being granted to officers/directors in lieu of salary or cash bonus, and the number of shares awarded should be reasonable.

Re-pricing of Outstanding Options

Fidelity generally will withhold its authority on the election of directors if, within the most recent year and without shareholder approval, a company's Board of Directors or its Compensation Committee has re-priced certain outstanding options held by officers or directors exceeding certain percentages depending on the size of the company.

Measures Dealing with Takeovers

The Fidelity guidelines generally oppose measures that are designed to prevent or obstruct corporate takeovers. Such measures tend to entrench current management. In our free capital markets system, the active trading of a company's securities and the potential transfer of corporate control through takeover – hostile or otherwise – must be permitted to occur.

Shareholder Rights Plans

The guidelines recognize that there are arguments both in favor of and against shareholder rights plans, also known as poison pills because they can prevent someone from buying more than a certain percent of a company's stock without management approval. We believe the best approach is for the company to put its case to shareholders by letting them vote on a plan. We generally respond to the adoption or extension of a shareholder rights plan in accordance with the following guidelines:


	•		If, without shareholder approval, a company's Board of Directors has instituted a new poison pill plan, extended an existing plan, or adopted a new plan upon the expiration of an existing plan during the last year, we generally withhold votes on the election of directors at the Annual Meeting following such action.
	•		Fidelity may vote in favor of a rights plan with "sunset" provisions: if the plan is linked to a business strategy that will – in our view – likely result in greater value for shareholders, if the term is less than five years, and if shareholder approval is required to reinstate the expired plan or adopt a new plan at the end of this term.
	•		If Fidelity requests and a company's Board of Directors refuses to amend a poison pill to allow the Fidelity funds to hold an aggregate position of up to 20% of a company's total voting securities and of any class of voting securities, we generally withhold votes on the election of directors. On a case-by-case basis, Fidelity may not withhold votes on the election of directors if in our judgment a company's poison pill although imposing an aggregate ownership limit of less than 20% provides sufficient investment flexibility.
	•		We generally support shareholder resolutions requesting that shareholders be given the opportunity to vote on the adoption of rights plans.


Golden Parachutes

The guidelines oppose the use of accelerated employment contracts that will result in cash grants of greater than three times annual compensation (salary and bonus) in the event of termination of employment following a change in control of a company. In general, the guidelines call for voting against such "golden parachute" plans because they impede potential takeovers that shareholders should be free to consider. Adoption of such golden parachutes generally will result in withholding of the Fidelity Funds' votes for directors who approve such contracts and stand for re-election at the next shareholder meeting.

Increases in Authorized Common Stock

The guidelines generally call for approval of increases in authorized shares, provided that the increase is not greater than three times the number of shares outstanding and reserved for issuance. In calculating shares outstanding and those reserved for future issuance, the guidelines take into account shares reserved for stock-related plans and securities convertible into common stock, but not shares reserved for any poison pill plan.

"Blank Check" Preferred Stock

The guidelines generally call for voting against proposals to authorize preferred stock whose voting, conversion, dividend and other rights are determined at the discretion of the Board of Directors when the stock is issued. Although so-called "blank check" preferred stock typically is used for legitimate financing needs, it also can be issued in an anti-takeover situation. To protect Fidelity Fund shareholders, while still providing financing flexibility to management, Fidelity generally votes in favor of the authorization of preferred stock if the company's Board of Directors specifically agrees to the following provisions:


	•		The voting rights of a series of preferred stock are limited to one vote per share; and
	•		The preferred stock will not be issued in an anti-takeover situation unless shareholders have approved the issuance in advance.

Classified Boards

The guidelines view the election of a company's Board of Directors as one of the most fundamental rights held by shareholders of the company. Because a classified board structure prevents shareholders from electing a full slate of directors at Annual Meetings, the guidelines generally call for voting against classified boards. Fidelity generally will vote in favor of shareholder proposals to declassify a Board of Directors unless a company's charter or governing corporate law allows shareholders, by written consent, to remove a majority of directors at any time, with or without cause.

Shareholder Rights

Fidelity's guidelines view the exercise of shareholders' rights – including the rights to act by written consent, to call special meetings and to remove directors – to be fundamental to corporate governance.

Cumulative Voting

The ability of shareholders to cumulate their votes for the election of directors – that is, cast more than one vote for a director about whom they feel strongly – generally increases shareholders' rights to effect change in the management of a corporation. Therefore, the guidelines generally support proposals to adopt cumulative voting. However, where the rights of the shareholder are protected by an entirely independent Nominating Committee and a majority of the Board of Directors is independent, the guidelines allow for abstention on a shareholder proposal to adopt cumulative voting.

Confidential Voting

The guidelines generally support proposals to require that voting be confidential because they increase the independence of shareholders who are voting. In some cases, no votes may affect stock prices, and while that may be unavoidable, confidential voting tends to minimize this problem. Confidential voting also allows shareholders, particularly employee shareholders, to vote their shares without concern that management may try to exert influence on their right to vote.

Supermajority Voting

The guidelines favor simple majority votes by shareholders on matters submitted for their approval and generally will call for support of shareholder proposals that eliminate supermajority voting requirements. The requirement of a supermajority vote can limit the ability of shareholders to effect change by essentially providing a veto to a large minority shareholder or group of minority shareholders.

Dual Class Capitalizations

Because classes of common stock with unequal voting rights limit the rights of certain shareholders, the guidelines call for voting against adoption of a dual or multiple class capitalization structure.

Other Situations

No set of guidelines can anticipate all situations that may arise. In special cases, Fidelity may seek insight from our portfolio managers and analysts on how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly. The guidelines are just that: guidelines – but they are not hard and fast rules, simply because corporate governance issues are so varied.

CONCLUSION

In conclusion, the Fidelity Group of Mutual Funds believes that there is a strong correlation between enhancing shareholder value and sound corporate governance. The Fidelity Mutual Funds' Proxy Voting Guidelines are intended to put this belief into action through the exercise of voting rights by the Funds.

FULL TEXT OF PROXY VOTING GUIDELINES (all Fidelity funds except equity index funds)

The following Proxy Voting Guidelines were established by the Board of Trustees of the Fidelity Funds, after consultation with Fidelity.

(The guidelines are reviewed periodically by Fidelity and by the non-interested Trustees of the Fidelity funds, and, accordingly, are subject to change.)

General Principles


	A.		Except as set forth herein, portfolio securities should generally be voted in favor of incumbent directors and in favor of routine management proposals. In general, FMR will oppose shareholder proposals that do not appear reasonably likely to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value.

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

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

II.

Portfolio shares should generally be voted against anti-takeover proposals, including:


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

	B.		Classified Boards. FMR will generally vote in favor of proposals to declassify a board of directors. FMR will consider voting against such a proposal if the issuer's Articles of Incorporation or applicable statute includes a provision whereby a majority of directors may be removed at any time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to vote for the election of directors.

	C.		Authorization of "Blank Check" Preferred Stock.

	D.		Golden Parachutes:


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

	2.		Compensation contracts for outside directors.

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

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


	E.		Supermajority Provisions.

	F.		Poison Pills:


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

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

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

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

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


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

	H.		Transfer of authority from shareholders to directors.

	I.		Reincorporation in another state (when accompanied by anti-takeover provisions).

III.

Stock Option Plans


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


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

	2.		The offering price of options is less than 100% of fair market value on the date of grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus.

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

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

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

	a.		They are granted by a compensation committee composed entirely of independent directors.

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


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

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

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

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


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

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


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

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


	1.		Whether the repricing proposal excludes senior management and directors;

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

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

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

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

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

IV.

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


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

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

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

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

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


	1.		They are granted by a compensation committee composed entirely of independent directors.

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


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


	G.		Proposals to grant restricted stock in exchange for options should be evaluated on a case-by-case basis. FMR will consider supporting a management proposal to grant restricted stock awards in exchange for options based upon whether the proposed exchange is consistent with the interests of shareholders, taking into account such factors as:


	1.		Whether the restricted stock award exchange proposal excludes senior management and directors;

	2.		Whether the options proposed to be exchanged exceeded FMR's dilution thresholds when initially granted;

	3.		Whether the restricted stock award exchange proposal is value neutral to shareholders based upon an acceptable stock award pricing mode;

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

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

	6.		Any other facts or circumstances relevant to determining whether a restricted stock award exchange proposal is consistent with the interests of shareholders.

Other Stock-Related Plans should be evaluated on a case-by-case basis:


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

	B.		Employee Stock Purchase Plans - vote against if the plan violates any of the criteria in parts III and IV above, except that the minimum stock purchase price may be equal to or greater than 85% of the stock's fair market value if the plan constitutes a reasonable effort to encourage broad based participation in the company's equity. In the case of non-U.S. company stock purchase plans, the minimum stock purchase price may be equal to the prevailing "best practices," as articulated by the research or recommendations of the relevant proxy research or corporate governance services, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.

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

VI.

Unusual Increases in Common Stock:


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

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

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

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

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

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


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

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

	XII.		Portfolio shares should be voted in favor of proposed amendments to a company's certificate of incorporation or by-laws that enable the company to Opt Out of the Control Shares Acquisition Statutes.

	XIII.		Employee Stock Ownership Plans ("ESOPs") should be evaluated on a case-by-case basis. Portfolio shares should usually be voted for non-leveraged ESOPs. For leveraged ESOPs, FMR may examine the company's state of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and number of shares held by insiders. FMR may also examine where the ESOP shares are purchased and the dilution effect of the purchase. Portfolio shares should be voted against leveraged ESOPs if all outstanding loans are due immediately upon change in control.

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

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

			FMR applies the following policies and follows the procedures set forth below:

	A.		FMR has placed responsibility for the Funds' proxy voting in the FMR Legal Department.

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

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

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

	XVI.		Executive Compensation

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

	XVII.		Portfolio shares should generally be voted against shareholder proposals calling for or recommending the appointment of a non-executive or independent chairperson. However, FMR will consider supporting such proposals in limited cases if, based upon particular facts and circumstances, appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and to promote effective oversight of management by the board of directors.

XVIII.

Auditors


	A.		Portfolio shares should generally be voted against shareholder proposals calling for or recommending periodic rotation of a portfolio company's auditor. FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, a company's board of directors and audit committee appear to have clearly failed to exercise reasonable business judgment in the selection of the company's auditor.

	B.		Portfolio shares should generally be voted against shareholder proposals calling for or recommending the prohibition or limitation of the performance of non-audit services by a portfolio company's auditor. Portfolio shares should also generally be voted against shareholder proposals calling for or recommending removal of a company's auditor due to, among other reasons, the performance of non-audit work by the auditor. FMR will consider voting for such proposals in limited cases if, based upon particular facts and circumstances, a company's board of directors and audit committee appear to have clearly failed to exercise reasonable business judgment in the oversight of the performance of the auditor of audit or non-audit services for the company.

XIX.

Incorporation or Reincorporation in Another State or Country


			Portfolio shares should generally be voted against shareholder proposals calling for or recommending that a portfolio company reincorporate in the United States and voted in favor of management proposals to reincorporate in a jurisdiction outside the United States if (i) it is lawful under United States, state and other applicable law for the company to be incorporated under the laws of the relevant foreign jurisdiction and to conduct its business and (ii) reincorporating or maintaining a domicile in the United States would likely give rise to adverse tax or other economic consequences detrimental to the interests of the company and its shareholders. However, FMR will consider supporting such shareholder proposals and opposing such management proposals in limited cases if, based upon particular facts and circumstances, reincorporating in or maintaining a domicile in the relevant foreign jurisdiction gives rise to significant risks or other potential adverse consequences that appear reasonably likely to be detrimental to the interests of the company or its shareholders.

As an investment adviser, Geode Capital Management, LLC ("Geode") holds voting authority for securities in many of the client accounts that it manages. Geode takes seriously its responsibility to monitor corporate events affecting securities in those client accounts and to exercise its voting authority with respect to those securities in the best interests of its clients (including shareholders of mutual funds for which it serves as advisor or subadvisor). The purposes of these proxy voting policies are (1) to establish a framework for Geode's analysis and decision-making with respect to proxy voting and (2) to set forth operational procedures for Geode's exercise of proxy voting authority.

Geode applies the same voting decision for all accounts in which it exercises voting authority, and seeks in all cases to vote in a manner that Geode believes represents the best interests of its clients (including shareholders of mutual funds for which it serves as advisor or sub-advisor). Geode anticipates that, based on its current business model, it will manage the vast majority of assets under its management using passive investment management techniques, such as indexing. Geode also anticipates that it will manage private funds and separate accounts using active investment management techniques, primarily employing quantitative investment strategies.

Geode has established an Operations Committee, consisting of senior officers and investment professionals, including Geode's President, Chief Operating Officer and Compliance Officer. The Operations Committee oversees the exercise of voting authority under these proxy voting policies, consulting with Geode's legal counsel with respect to controversial matters and for interpretive and other guidance. Geode will engage an established commercial proxy advisory service (the "Agent") for comprehensive analysis, research and voting recommendations, particularly for matters that may be controversial, present potential conflicts of interest or require case-by- case analysis under these guidelines. Geode has directed the Agent to employ the policies set forth below, together with more specific guidelines and instructions set forth in a detailed, customized questionnaire developed jointly by Geode and the Agent, to formulate recommended votes on each matter. Geode may determine to accept or reject any recommendation based on the research and analysis provided by the Agent or on any independent research and analysis obtained or generated by Geode; however, because the recommended votes are determined solely based on the customized policies established by Geode, Geode expects that the recommendations will be followed in most cases. The Agent also acts as a proxy voting agent (the "Agent") to effect the votes and assists in maintaining records of all of Geode's proxy votes. In all cases, the ultimate voting decision and responsibility rests with the members of the Operations Committee, which is accountable to Geode's clients (including shareholders of mutual funds for which it serves as advisor or sub-advisor).

As a general matter, (1) proxies will be voted FOR incumbent members of a board of directors and FOR routine management proposals, except as otherwise addressed under these policies; (2) shareholder and non-routine management proposals addressed by these policies will be voted as provided in these policies; and (3) shareholder and non-routine management proposals not addressed by these policies will be evaluated by the Geode analyst or portfolio manager based on fundamental analysis and/or research and recommendations provided by the Agent, and the evaluator shall make a recommendation to the Operations Committee, which shall make the voting decision.

Proxy votes shall be considered and made in a manner consistent with the best interests of Geode's clients (including shareholders of mutual fund clients) without regard to any other relationship, business or otherwise, between the portfolio company subject to the proxy vote and Geode or its affiliates. Due to its focused business model and the number of investments that Geode will make for its clients (particularly pursuant to its indexing strategy), Geode does not anticipate that actual or potential conflicts of interest are likely to occur in the ordinary course of its business; however, Geode believes it is essential to avoid having conflicts of interest affect its objective of voting in the best interests of its clients. Therefore, in the event that the Operations Committee, the Agent or any other person involved in the analysis or voting of proxies has knowledge of, or has reason to believe there may exist, any potential relationship, business or otherwise, between the portfolio company subject to the proxy vote and Geode (and any subsidiary of Geode) or their respective directors, officers, employees or agents, such person shall notify the Operations Committee and consult with counsel to Geode to analyze and address such potential conflict of interest. In the case of an actual conflict of interest, on the advice of counsel, Geode expects that the independent directors of Geode will consider the matter and may (1) determine that there is no conflict of interest (or that reasonable measures have been taken to remedy or avoid any conflict of interest) that would prevent Geode from voting the applicable proxy, (2) acting as independent directors, using such information as is available from the Agent, vote the applicable proxy, or (3) cause authority to delegated to the Agent or a similar special fiduciary to vote the applicable proxy.

Geode has established the specific proxy voting policies that are summarized below to maximize the value of investments in its clients' accounts, which it believes will be furthered through (1) accountability of a company's management and directors to its shareholders, (2) alignment of the interests of management with those of shareholders (including through compensation, benefit and equity ownership programs), and (3) increased disclosure of a company's business and operations. Geode's specific policies are as follows:

Anti-Takeover Proposals, including:


	•		Addition of Special Interest Directors to the board.

	•		Authorization of "Blank Check" Preferred Stock. Geode will vote FOR proposals to require shareholder approval for the distribution of preferred stock except for acquisitions and raising capital in the ordinary course of business.

	•		Classification of Boards, provided that the matter will be considered on a CASE-BY-CASE basis if the company's charter or applicable statute includes a provision whereby a majority of directors may be removed at any time, with or without cause, by written consent, or other reasonable procedures, by a majority of shareholders entitled to vote for the election of directors. Geode will vote FOR proposals to declassify boards.

	•		Fair Price Amendments, other than those that consider only a two-year price history and are not accompanied by other anti-takeover measures.

	•		Golden Parachutes including (1) any accelerated options and/or employment contracts that will result in a lump sum payment of more than three times annual compensation (salary and bonus) in the event of termination, (2) compensation contracts for outside directors, and (3) Tin Parachutes that cover a group beyond officers and directors and permit employees to voluntarily terminate employment and receive payment. In addition, adoption of a Golden or Tin Parachute will result in Geode voting AGAINST the election of incumbents or a management slate in the concurrent or next following vote on the election of directors.

	•		Poison Pills. Adoption or extension of a Poison Pill without shareholder approval will result in our voting AGAINST the election of incumbents or a management slate in the concurrent or next following vote on the election of directors, provided the matter will be considered on a CASE-BY-CASE basis if either (1) (a) the board has adopted a Poison Pill with a sunset provision; (b) the Pill is linked to a business strategy that will result in greater value for the shareholders; (c) the term is less than three years; and (d) shareholder approval is required to reinstate the expired Pill, or (2) company management indicates that the board is willing to strongly consider seeking shareholder ratification of, or adding a sunset provision meeting the above conditions to, an existing Pill. Geode will vote FOR shareholder proposals requiring or recommending that shareholders be given an opportunity to vote on the adoption of poison pills.

	•		Reduction or Limitation of Shareholder Rights (e.g., action by written consent, ability to call meetings, or remove directors).

	•		Reincorporation in another state (when accompanied by Anti-Takeover Provisions, including increased statutory antitakeover provisions). Geode will vote FOR reincorporation in another state when not accompanied by such anti-takeover provisions.

	•		Requirements that the Board Consider Non-Financial Effects of merger and acquisition proposals.

	•		Requirements regarding Size, Selection and Removal of the Board that are likely to have an anti-takeover effect (although changes with legitimate business purposes will be evaluated on a CASE-BY-CASE basis).

	•		Supermajority Voting Requirements (i.e., typically 2/3 or greater) for boards and shareholders. Geode will vote FOR proposals to eliminate supermajority voting requirements.

	•		Transfer of Authority from Shareholders to Directors.

	II.		Vote FOR proposed amendments to a company's certificate of incorporation or bylaws that enable the company to Opt Out of the Control Shares Acquisition Statutes.

	III.		Vote AGAINST the introduction of new classes of Stock with Differential Voting Rights.

	IV.		Vote FOR introduction and AGAINST elimination of Cumulative Voting Rights, except on a CASE-BY-CASE basis where this is determined not to enhance clients' interests as minority shareholders.

	V.		Vote FOR elimination of Preemptive Rights.

	VI.		Vote FOR Anti-Greenmail proposals so long as they are not part of anti-takeover provisions (in which case the vote will be AGAINST).

	VII.		Vote FOR charter and by-law amendments expanding the Indemnification of Directors to the maximum extent permitted under Delaware law (regardless of the state of incorporation) and vote AGAINST charter and by-law amendments completely Eliminating Directors' Liability for Breaches of Care, with all other situations addressed on a CASE-BY-CASE basis.

	VIII.		Vote FOR proposals to adopt Confidential Voting and Independent Vote Tabulation practices.

	IX.		Vote FOR Open-Market Stock Repurchase Programs, provided that the repurchase price to be paid would not exceed 105% of the market price as of the date of purchase.

	X.		Vote FOR management proposals to implement a Reverse Stock Split when the number of shares will be proportionately reduced to avoid de-listing.

	XI.		Vote FOR management proposals to Reduce the Par Value of common stock.

	XII.		Vote FOR the Issuance of Large Blocks of Stock if such proposals have a legitimate business purpose and do not result in dilution of greater than 10%.

	XIII.		Vote AGAINST Unusual Increases in Common Stock, which means any increase in excess of three times for U.S. securities or one time for non-U.S. securities. For these purposes, an increase is measure by adding to the requested increased authorization any stock authorized to be issued under Poison Pill, divided by the current stock outstanding plus any stock scheduled to be issued (not including Poison Pill authority).

	XIV.		Vote AGAINST the adoption of or amendment to authorize additional shares under a Stock Option Plan if:


	•		The dilution effect of the shares authorized under the plan (including by virtue of any "evergreen" or replenishment provision), plus the shares reserved for issuance pursuant to all other stock plans, is greater than 10%. However, with a smaller market capitalization, the dilution effect may not be greater than 15%. If the plan fails this test, the dilution effect may be evaluated relative to any unusual factor involving the company.

For purposes of these proxy voting policies, a "small capitalization company" means a U.S. company outside of the Russell 1000 Index, and a "large capitalization company" means a company included in the Russell 1000 Index.


	•		The offering price of options is less than 100% of fair market value on the date of grant, except that the offering price may be as low as 85% of fair market value if the discount is expressly granted in lieu of salary or cash bonus, except that a modest number of shares (limited to 5% for a large capitalization company and 10% for a small capitalization company) may be available for grant to employees and directors under the plan if the grant is made by a compensation committee composed entirely of independent directors (the "De Minimis Exception").

	•		The board may, without shareholder approval, make the following changes (1) materially increase the benefits accruing to participants under the plan, (2) materially increase the number of securities which may be issued under the plan, or (3) materially modify the requirements for participation in the plan, provided that a plan is acceptable if it satisfies the De Minimis Exception.

	•		The granting of options to non-employee directors is subject to the discretion of management, provided that a plan is acceptable if it satisfies the De Minimis Exception.

	•		The plan is administered by (1) a compensation committee not comprised entirely of independent directors or (2) a board of directors not comprised of a majority of independent directors, provided that a plan is acceptable if it satisfies the De Minimis Exception.

	•		The plan's terms allow repricing of underwater options, or the board/committee has repriced options outstanding under the plan in the past two years, unless by the express terms of the plan or a board resolution such repricing is rarely used (and then only to maintain option value due to extreme circumstances beyond management's control) and is within the limits of the De Minimis Exception.

	XV.		Vote AGAINST the election of incumbents or a management slate in an election of directors if, within the last year and without shareholder approval, the company's board of directors or compensation committee has repriced outstanding options held by officers or directors which, together with all other options repriced under the same stock option plan (whether held by officers, directors or other employees) exceed 5% (for a large capitalization company) or 10% (for a small capitalization company) of the shares authorized for grant under the plan, unless such company seeks authorization of at least that amount at the very next shareholders' meeting and a compensation committee composed entirely of independent directors has determined that (1) options need to be granted to employees other than the company's executive officers, (2) no shares are currently available for such options under the company's existing plans, and (3) such options need to be granted before the company's next shareholder meeting.

	XVI.		Evaluate proposals to Reprice Outstanding Stock Options on a CASE-BY-CASE basis, taking into account such factors as: (1) whether the repricing proposal excludes senior management and directors; (2) whether the options proposed to be repriced exceeded the dilution thresholds described in these current proxy voting policies when initially granted; (3) whether the repricing proposal is value neutral to shareholders based upon an acceptable options pricing model; (4) the company's relative performance compared to other companies within the relevant industry or industries; (5) economic and other conditions affecting the relevant industry or industries in which the company competes; and (6) other facts or circumstances relevant to determining whether a repricing proposal is consistent with the interests of shareholders.

	XVII.		Vote AGAINST adoption of or amendments to authorize additional shares for Restricted Stock Awards ("RSA") if:

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

	•		The board may materially alter the RSA without shareholder approval, including a provision that allows the board to lapse or waive restrictions at its discretion, provided that an RSA is acceptable if it satisfies the De Minimis Exception.

	•		The granting of RSAs to non-employee directors is subject to the discretion of management, provided that an RSA is acceptable if it satisfies the De Minimis Exception.

	•		The restriction period is less than three years, except that (1) RSAs with a restriction period of less than three years but at least one year are acceptable if performance-based, and (2) an RSA is acceptable if it satisfies the De Minimis Exception.

	XVIII.		Vote AGAINST Omnibus Stock Plans if one or more component violates any of the criteria applicable to Stock Option Plans or RSAs under these proxy voting policies, unless such component is de minimis. In the case of an omnibus stock plan, the 5% and 10% limits in applicable to Stock Option Plans or RSAs under these proxy voting policies will be measured against the total number of shares under all components of such plan.

	XIX.		Vote AGAINST Employee Stock Purchase Plans if the plan violates any of the criteria applicable to Stock Option Plans or RSAs under these proxy voting policies, except that (1) the minimum stock purchase price may be equal to or greater than 85% of the stock's fair market value if the plan constitutes a reasonable effort to encourage broad based participation in the company's equity, and (2) in the case of non-U.S. company stock purchase plans, the minimum stock purchase price may be equal to the prevailing "best practices," as articulated by the Agent, provided that the minimum stock purchase price must be at least 75% of the stock's fair market value.

	XX.		Vote AGAINST Stock Awards (other than stock options and RSAs) unless on a CASE-BY-CASE basis it is determined they are identified as being granted to officers/directors in lieu of salary or cash bonus, subject to number of shares being reasonable.

	XXI.		Employee Stock Ownership Plans ("ESOPs") will be evaluated on a CASE-BY-CASE basis, generally voting FOR nonleveraged ESOPs, and in the case of leveraged ESOPs, giving consideration to the company's state of incorporation, existence of supermajority vote rules in the charter, number of shares authorized for the ESOP, and number of shares held by insiders. Geode may also examine where the ESOP shares are purchased and the dilution effect of the purchase. Geode will vote AGAINST a leveraged ESOP if all outstanding loans are due immediately upon a change in control.

	XXII.		Vote AGAINST management proposals on stock-based compensation plans or other Compensation Plans if the proposals are Inconsistent with the Interests of Shareholders of a company whose securities are held in client accounts, taking into account such factors as: (1) whether the company has an independent compensation committee; and (2) whether the compensation committee has authority to engage independent compensation consultants. In addition, Geode may vote AGAINST the election of incumbents or a management slate in the concurrent or next following vote on the election of directors based on such factors or if Geode believes a board has approved executive compensation arrangements inconsistent with the interests of shareholders of a company whose securities are held in client accounts.

	XXIII.		ABSTAIN with respect to shareholder proposals addressing Social/Political Responsibility Issues, which Geode believes generally address ordinary business matters that are primarily the responsibility of a company's management and board, except that Geode will vote on a CASE-BY-CASE basis where a proposal has substantial economic implications for the company's securities held in client accounts. ***************** Adopted July 2003


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