FMR Corp. and Subsidiaries - Page 17

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          RIC's.  The individual RIC fee is a fixed percentage of a monthly           
          average of net assets.  The performance fee is based upon a given           
          RIC's performance measured against an industry index, such as the           
          Standard & Poors 500, and the fee may increase or decrease                  
          depending upon whether the performance of the given RIC is higher           
          or lower than the applicable index.  The percentage used to                 
          calculate the management fee earned by petitioner from the 82               
          RIC's in issue was not the same for all 82 RIC's.  However, all             
          petitioner's management fees under the various contracts are                
          dependent upon the amount of assets in each individual RIC.                 

          Terms of Contracts With Petitioner's Other Affiliates                       

               Pursuant to a distribution agreement between the RIC and               
          FDC, FDC must use all reasonable efforts to secure purchasers for           
          the RIC's shares.  FDC initially incurs the promotional and                 
          administrative expenses associated with the offer and sale of the           
          RIC's shares.  Pursuant to a transfer agent agreement, FSC acts             
          as transfer, dividend disbursing, and shareholder servicing agent           
          for the RIC.  FSC receives annual account fees and asset-based              
          fees for each retail account and certain institutional accounts             
          based on account size.  FSC also calculates the RIC's net asset             
          value per share and dividends and maintains the RIC's accounting            
          records, and in return, FSC receives pricing and bookkeeping fees           
          for these services based upon the RIC's average net assets.                 






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Last modified: May 25, 2011