FMR Corp. and Subsidiaries - Page 10

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          until: (1) The RIC is formed as either a domestic corporation,              
          partnership, trust, or series within an existing trust; (2) the             
          required 1933 Act SEC registration becomes effective; (3) the               
          management contract is executed; and (4) the required 1940 Act              
          registration of the investment company becomes effective.                   

          The Board of Trustees                                                       

               All the RIC's in the Fidelity family are governed by a                 
          common board of trustees, which meets monthly (except for August)           
          in a special "boardroom" in petitioner's offices.  Neither the              
          board of trustees nor any of the RIC's it oversees have any                 
          employees or office facilities.                                             
               During the years at issue, the common board of trustees had            
          11 members (3 "interested" and 8 independent trustees).  In                 
          exercising its fiduciary responsibilities to consider and approve           
          each separate management contract, the board of trustees reviews            
          the financial performance of each individual RIC.  To assist the            
          board of trustees in carrying out its responsibilities, FMR Co.             
          compiles shareholder composition, financial, profitability, and             
          other data on each RIC.  It also compiles data on comparable                
          RIC's and their performance, management fees, and expenses                  
          ratios.  All these data are presented to the board of trustees              
          for review.  FMR Co. also prepares oral and, sometimes,                     
          videotaped presentations to highlight the data under review by              
          the board of trustees.                                                      




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Last modified: May 25, 2011